As filed with the Securities and Exchange Commission on October 23, 2001
                                                   Registration No. 333-

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  -------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                                  -------------

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

            DELAWARE                                             23-0691590
  (State or Other Jurisdiction                               (I.R.S. Employer
of Incorporation or Organization)   100 CRYSTAL A DRIVE     Identification No.)
                                HERSHEY, PENNSYLVANIA 17033
                              (Address, including zip code of
                          registrant's principal executive office)
                                      -------------

                            HERSHEY FOODS CORPORATION
                          BROAD BASED STOCK OPTION PLAN
                            (Full title of the plan)
                                  -------------

                              ROBERT M. REESE, ESQ.
              SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                            HERSHEY FOODS CORPORATION

                               100 CRYSTAL A DRIVE
                           HERSHEY, PENNSYLVANIA 17033
                                 (717) 534-6799
                      (Name, address and telephone number,
                   including area code, of agent for service)

                                   Copies to:
                             THOMAS P. DESMOND, ESQ.
                        VEDDER, PRICE, KAUFMAN & KAMMHOLZ
                            222 NORTH LASALLE STREET
                             CHICAGO, ILLINOIS 60601
                                 (312) 609-7500
                                  -------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

=====================  ================  ==================  ===========================  ====================
 Title of Securities      Amount to       Proposed Maximum        Proposed Maximum             Amount of
 to be Registered(1)   be Registered(2)  Offering Price Per  Aggregate Offering Price(3)   Registration Fee(3)
                                              Share
---------------------  ----------------  ------------------  ---------------------------  --------------------
---------------------  ----------------  ------------------  ---------------------------  --------------------
<S>                        <C>                 <C>                       <C>                        <C>

  Common Stock, par
value $1.00 per share      2,000,000            (3)                 $105,313,552              $26,328.39

=====================  ================  ==================  ===========================  ====================
</TABLE>


------------------------

(1)  The Registrant is also registering preferred stock purchase rights which
     are evidenced by the certificate for the Common Stock being registered in
     the ratio of one right for each share of Common Stock. As no additional
     consideration will be received for the rights, no registration fee is
     required with respect to them under Rule 457(i).

(2)  Together with an indeterminate number of additional shares which may be
     necessary to adjust the number of shares reserved for issuance pursuant to
     the Hershey Foods Corporation Broad Based Stock Option Plan (the "Plan") as
     the result of merger, consolidation, recapitalization, reclassification,
     stock split, combination of shares or otherwise pursuant to Rule 416(a).

(3)  Pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended,
     the proposed maximum offering price per share and the registration fee have
     been estimated based on the exercise price of $44.50 applicable to options
     to purchase 1,010,100 shares and on the average high and low sales price
     for the Common Stock as reported on the New York Stock Exchange on October
     16, 2001, with respect to the remaining 989,900 shares.


<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

NOTE: The documents containing the information specified in this Part I have or
      will be sent or given to participants in the Plan as specified by Rule
      428(b)(1). Such documents need not be filed with the Commission either as
      part of the Registration Statement or as a prospectus or prospectus
      supplement pursuant to Rule 424. These documents and the documents
      incorporated by reference in the Registration Statement pursuant to Item 3
      of Part II of this Form S-8, taken together, constitute a prospectus that
      meets the requirements of Section 10(a) of the Securities Act.


<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed with the Commission by the Registrant are
incorporated in this Registration Statement by reference:

     (a)  Annual Report on Form 10-K for the year ended December 31, 2000, and
          Quarterly Reports on Form 10-Q for the quarterly periods ended April
          1, 2001 and July 1, 2001 (File No. 001-00183);

     (b)  Current Report on Form 8-K dated March 12, 2001 (File No. 001-00183);

     (c)  The description of Registrant's Common Stock contained on pages A-4
          and A-26 to A-28 of Exhibit 13 of the Registrant's Annual Report on
          Form 10-K for the year ended December 31, 1997; and

     (d)  The description of the Registrant's rights to purchase Series A
          Participating Preferred Stock contained in the Registration Statement
          on Form 8-A filed with the Commission on December 15, 2000 (File No.
          001-00183).

     All documents subsequently filed by Registrant pursuant to Section 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference in this Registration
Statement and are a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     By-Laws; Delaware Law. Section 145 of the Delaware General Corporation Law
(the "DGCL") empowers a Delaware corporation to indemnify any persons who are,
or are threatened to be made, parties to any threatened, pending or completed
legal action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person is or was a director, officer, employee or
agent of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation or
enterprise. The indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding, provided that
such person acted in good faith and in a manner he reasonably believed to be in
or not opposed to the corporation's best interests, and, for criminal
proceedings, had no reasonable cause to believe his conduct was illegal. A
Delaware corporation may indemnify officers and directors against expenses
(including attorneys' fees) in connection with the defense or settlement of an
action by or in the right of the corporation under the same conditions, except
that no indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify

                                       2


<PAGE>


him against the expenses (including attorneys' fees) which such officer or
director actually and reasonably incurred in connection therewith.

     Section 102(b)(7) of the DGCL provides that a Delaware corporation may
eliminate or limit the personal liability of a director to a Delaware
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided that such provision shall not eliminate or limit
the liability of a director (i) for any breach of the director's duty of loyalty
to the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the DGCL relating to the unlawful payment of a
dividend or an unlawful stock purchase or redemption or (iv) for any transaction
from which the director derived an improper personal benefit.

     Article VI of the By-laws of the Corporation provides that the
Corporation shall indemnify, in the manner and to the fullest extent permitted
by the DGCL, any person who is, was or is threatened to be made a party to any
proceeding (including any pending, threatened or completed civil or criminal
action, suit, arbitration, alternate dispute resolution mechanism, investigation
or administrative hearing) by reason of the fact that such person is or was a
director or officer of the Corporation or is or was serving, at the request of
the Corporation, in such capacity for another enterprise. The Corporation will
pay in advance of final disposition all expenses incurred by a director in
defending a proceeding which is subject to indemnification. The Corporation has
the burden of proving that a director was not entitled to indemnification.

     Insurance. The Corporation's directors and officers are insured against
losses arising from any claim against them as such for wrongful acts or
omissions, subject to certain limitations.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS.

     4.1  Restated Certificate of Incorporation, as amended, of Hershey Foods
          Corporation (incorporated by reference from Exhibit 3 to Registrant's
          Quarterly Report on Form 10-Q for the quarter ended April 3, 1988).

     4.2  By-Laws, as amended and restated, of Hershey Foods Corporation
          (incorporated by reference from Exhibit 3 to the Registrant's Annual
          Report on Form 10-K for the fiscal year ended December 31, 1998).

     4.3  Hershey Foods Corporation Broad Based Stock Option Plan.

     4.4  Stockholder Protection Rights Agreement between Hershey Foods
          Corporation and Mellon Investor Services LLC, as Rights Agent, dated
          December 14, 2000 (incorporated by reference from Exhibit 4.1 to
          Registrant's Annual Report on Form 10-K for the fiscal year ended
          December 31, 2000).

     5.1  Opinion of Robert M. Reese regarding the legality of the Common Stock,
          par value $1.00 per share, to be issued upon exercise of options
          issued under the Agreement.

     23.1 Consent of Andersen LLP.

     23.2 Consent of Robert M. Reese (included in Exhibit 5.1).

     24.1 Powers of Attorney (included on the signature pages of the
          Registration Statement).

                                       3


<PAGE>


ITEM 9. UNDERTAKINGS.

     (a)  The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
               made, a post-effective amendment to this Registration Statement
               to include any material information with respect to the plan of
               distribution not previously disclosed in the Registration
               Statement or any material change to such information in the
               Registration Statement.

          (2)  That, for the purpose of determining any liability under the
               Securities Act of 1933, each such post-effective amendment shall
               be deemed to be a new registration statement relating to the
               securities offered therein, and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

          (3)  To remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the offering.

     (b)  The undersigned Registrant hereby undertakes that, for purposes of
          determining any liability under the Securities Act of 1933, each
          filing of the Registrant's annual report pursuant to Section 13(a) or
          Section 15(d) of the Securities Exchange Act of 1934 that is
          incorporated by reference in this Registration Statement shall be
          deemed to be a new registration statement relating to the securities
          offered herein, and the offering of such securities at that time shall
          be deemed to be the initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
          Securities Act of 1933 may be permitted to directors, officers and
          controlling persons of the Registrant pursuant to the foregoing
          provisions, or otherwise, the Registrant has been advised that in the
          opinion of the Securities and Exchange Commission such indemnification
          is against public policy as expressed in the Act and is, therefore,
          unenforceable. In the event that a claim for indemnification against
          such liabilities (other than the payment by the Registrant of expenses
          incurred or paid by a director, officer or controlling person of the
          Registrant in the successful defense of any action, suit or
          proceeding) is asserted by such director, officer or controlling
          person in connection with the securities being registered, the
          Registrant will, unless in the opinion of its counsel the matter has
          been settled by controlling precedent, submit to a court of
          appropriate jurisdiction the question whether such indemnification by
          it is against public policy as expressed in the Act and will be
          governed by the final adjudication of such issue.

                                       4


<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Township of Derry, County of Dauphin, State of Pennsylvania,
on this 22nd day of October, 2001.

                                        Hershey Foods Corporation


                               By:      /s/ R.H. Lenny
                                   ---------------------------------------------
                                        R.H. Lenny
                                        President and Chief Executive Officer


                               By:     /s/ F. Cerminara
                                       -----------------------------------------
                                       F. Cerminara
                                       Senior Vice President and Chief Financial
                                       Officer


     We, the undersigned officers and directors of Hershey Foods Corporation,
and each of us, do hereby constitute and appoint each and any of R.H. Lenny and
F. Cerminara our true and lawful attorney and agent, with full power of
substitution and resubstitution, to do any and all acts and things in our name
and behalf in any and all capacities and to execute any and all instruments for
us in our names in any and all capacities, which attorney and agent may deem
necessary or advisable to enable said corporation to comply with the Securities
Act and any rules, regulations, and requirements of the Commission, in
connection with this Registration Statement, including specifically, but without
limitation, power and authority to sign for us or any of us in our names in the
capacities indicated below, any and all amendments (including post-effective
amendments) hereto; and we do hereby ratify and confirm all that said attorney
and agent, or his substitute, shall do or cause to be done by virtue thereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities set forth below on this 22nd day of October, 2001.

                Name                                 Title
                ----                                 -----

/s/ K.L. Wolfe                             Chairman of the Board
--------------------------
K.L. Wolfe

/s/ R. H. Lenny                 President, Chief Executive Officer and Director
--------------------------
R. H. Lenny

/s/ F. Cerminara               Senior Vice President and Chief Financial Officer
--------------------------
F. Cerminara

/s/ D.W. Tacka                             Chief Accounting Officer
--------------------------
D.W. Tacka

/s/ C.M. Evarts, M.D.                               Director
--------------------------
C.M. Evarts, M.D.


<PAGE>


/s/ B.G. Hill                                       Director
-------------------------
B.G. Hill

/s/ M. J. McDonald                                  Director
-------------------------
M.J. McDonald

/s/ J.M. Pietruski                                  Director
-------------------------
J.M. Pietruski


<PAGE>


                                INDEX TO EXHIBITS

  EXHIBIT
   NUMBER                       DESCRIPTION OF EXHIBIT
  -------                       ----------------------

     4.1  Restated Certificate of Incorporation, as amended, of Hershey Foods
          Corporation (incorporated by reference from Exhibit 3 to Registrant's
          Quarterly Report on Form 10-Q for the quarter ended April 3, 1988).

     4.2  By-Laws, as amended and restated, of Hershey Foods Corporation
          (incorporated by reference from Exhibit 3 to the Registrant's Annual
          Report on Form 10-K for the fiscal year ended December 31, 1998).

     4.3  Hershey Foods Corporation 2001 Broad Based Stock Option Plan.

     4.4  Stockholder Protection Rights Agreement between Hershey Foods
          Corporation and Mellon Investor Services LLC, as Rights Agent, dated
          December 14, 2000 (incorporated by reference from Exhibit 4.1 to
          Registrant's Annual Report on Form 10-K for the fiscal year ended
          December 31, 2000).

     5.1  Opinion of Robert M. Reese regarding the legality of the Common Stock,
          par value $1.00 per share, to be issued upon exercise of options
          issued under the Agreement.

     23.1 Consent of Andersen LLP.

     23.2 Consent of Robert M. Reese (included in Exhibit 5.1)

     24.1 Powers of Attorney (included on the signature pages of the
          Registration Statement).
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{"company-data": {"conformed-name": "HERSHEY FOODS CORP", "cik": "0000047111", "assigned-sic": "2060", "irs-number": "230691590", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-72112", "film-number": "1764524"}, "business-address": {"street1": "100 CRYSTAL A DR", "street2": "P O BOX 810", "city": "HERSHEY", "state": "PA", "zip": "17033-0810", "phone": "7175346799"}, "mail-address": {"street1": "P O BOX 810", "street2": "100 CRYSTAL A DIRVE", "city": "HERSHEY", "state": "PA", "zip": "17033-0810"}, "former-company": {"former-conformed-name": "HERSHEY CHOCOLATE CORP", "date-changed": "19680401"}}
As filed with the Securities and Exchange Commission on October 23, 2001
                                                   Registration No. 333-

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  -------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                                  -------------

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

            DELAWARE                                             23-0691590
  (State or Other Jurisdiction                               (I.R.S. Employer
of Incorporation or Organization)   100 CRYSTAL A DRIVE     Identification No.)
                                HERSHEY, PENNSYLVANIA 17033
                              (Address, including zip code of
                          registrant's principal executive office)
                                      -------------

                            HERSHEY FOODS CORPORATION
                          BROAD BASED STOCK OPTION PLAN
                            (Full title of the plan)
                                  -------------

                              ROBERT M. REESE, ESQ.
              SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                            HERSHEY FOODS CORPORATION

                               100 CRYSTAL A DRIVE
                           HERSHEY, PENNSYLVANIA 17033
                                 (717) 534-6799
                      (Name, address and telephone number,
                   including area code, of agent for service)

                                   Copies to:
                             THOMAS P. DESMOND, ESQ.
                        VEDDER, PRICE, KAUFMAN & KAMMHOLZ
                            222 NORTH LASALLE STREET
                             CHICAGO, ILLINOIS 60601
                                 (312) 609-7500
                                  -------------

                         CALCULATION OF REGISTRATION FEE
=====================  ================  ==================  ===========================  ====================
 Title of Securities      Amount to       Proposed Maximum        Proposed Maximum             Amount of
 to be Registered(1)   be Registered(2)  Offering Price Per  Aggregate Offering Price(3)   Registration Fee(3)
                                              Share
---------------------  ----------------  ------------------  ---------------------------  --------------------
---------------------  ----------------  ------------------  ---------------------------  --------------------
Common Stock, par
value $1.00 per share      2,000,000            (3)                 $105,313,552              $26,328.39

=====================  ================  ==================  ===========================  ====================
------------------------

(1)  The Registrant is also registering preferred stock purchase rights which
     are evidenced by the certificate for the Common Stock being registered in
     the ratio of one right for each share of Common Stock. As no additional
     consideration will be received for the rights, no registration fee is
     required with respect to them under Rule 457(i).

(2)  Together with an indeterminate number of additional shares which may be
     necessary to adjust the number of shares reserved for issuance pursuant to
     the Hershey Foods Corporation Broad Based Stock Option Plan (the "Plan") as
     the result of merger, consolidation, recapitalization, reclassification,
     stock split, combination of shares or otherwise pursuant to Rule 416(a).

(3)  Pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended,
     the proposed maximum offering price per share and the registration fee have
     been estimated based on the exercise price of $44.50 applicable to options
     to purchase 1,010,100 shares and on the average high and low sales price
     for the Common Stock as reported on the New York Stock Exchange on October
     16, 2001, with respect to the remaining 989,900 shares.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

NOTE: The documents containing the information specified in this Part I have or
      will be sent or given to participants in the Plan as specified by Rule
      428(b)(1). Such documents need not be filed with the Commission either as
      part of the Registration Statement or as a prospectus or prospectus
      supplement pursuant to Rule 424. These documents and the documents
      incorporated by reference in the Registration Statement pursuant to Item 3
      of Part II of this Form S-8, taken together, constitute a prospectus that
      meets the requirements of Section 10(a) of the Securities Act.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed with the Commission by the Registrant are
incorporated in this Registration Statement by reference:

     (a)  Annual Report on Form 10-K for the year ended December 31, 2000, and
          Quarterly Reports on Form 10-Q for the quarterly periods ended April
          1, 2001 and July 1, 2001 (File No. 001-00183);

     (b)  Current Report on Form 8-K dated March 12, 2001 (File No. 001-00183);

     (c)  The description of Registrant's Common Stock contained on pages A-4
          and A-26 to A-28 of Exhibit 13 of the Registrant's Annual Report on
          Form 10-K for the year ended December 31, 1997; and

     (d)  The description of the Registrant's rights to purchase Series A
          Participating Preferred Stock contained in the Registration Statement
          on Form 8-A filed with the Commission on December 15, 2000 (File No.
          001-00183).

     All documents subsequently filed by Registrant pursuant to Section 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference in this Registration
Statement and are a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     By-Laws; Delaware Law. Section 145 of the Delaware General Corporation Law
(the "DGCL") empowers a Delaware corporation to indemnify any persons who are,
or are threatened to be made, parties to any threatened, pending or completed
legal action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person is or was a director, officer, employee or
agent of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation or
enterprise. The indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding, provided that
such person acted in good faith and in a manner he reasonably believed to be in
or not opposed to the corporation's best interests, and, for criminal
proceedings, had no reasonable cause to believe his conduct was illegal. A
Delaware corporation may indemnify officers and directors against expenses
(including attorneys' fees) in connection with the defense or settlement of an
action by or in the right of the corporation under the same conditions, except
that no indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify

                                       2
him against the expenses (including attorneys' fees) which such officer or
director actually and reasonably incurred in connection therewith.

     Section 102(b)(7) of the DGCL provides that a Delaware corporation may
eliminate or limit the personal liability of a director to a Delaware
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided that such provision shall not eliminate or limit
the liability of a director (i) for any breach of the director's duty of loyalty
to the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the DGCL relating to the unlawful payment of a
dividend or an unlawful stock purchase or redemption or (iv) for any transaction
from which the director derived an improper personal benefit.

     Article VI of the By-laws of the Corporation provides that the
Corporation shall indemnify, in the manner and to the fullest extent permitted
by the DGCL, any person who is, was or is threatened to be made a party to any
proceeding (including any pending, threatened or completed civil or criminal
action, suit, arbitration, alternate dispute resolution mechanism, investigation
or administrative hearing) by reason of the fact that such person is or was a
director or officer of the Corporation or is or was serving, at the request of
the Corporation, in such capacity for another enterprise. The Corporation will
pay in advance of final disposition all expenses incurred by a director in
defending a proceeding which is subject to indemnification. The Corporation has
the burden of proving that a director was not entitled to indemnification.

     Insurance. The Corporation's directors and officers are insured against
losses arising from any claim against them as such for wrongful acts or
omissions, subject to certain limitations.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS.

     4.1  Restated Certificate of Incorporation, as amended, of Hershey Foods
          Corporation (incorporated by reference from Exhibit 3 to Registrant's
          Quarterly Report on Form 10-Q for the quarter ended April 3, 1988).

     4.2  By-Laws, as amended and restated, of Hershey Foods Corporation
          (incorporated by reference from Exhibit 3 to the Registrant's Annual
          Report on Form 10-K for the fiscal year ended December 31, 1998).

     4.3  Hershey Foods Corporation Broad Based Stock Option Plan.

     4.4  Stockholder Protection Rights Agreement between Hershey Foods
          Corporation and Mellon Investor Services LLC, as Rights Agent, dated
          December 14, 2000 (incorporated by reference from Exhibit 4.1 to
          Registrant's Annual Report on Form 10-K for the fiscal year ended
          December 31, 2000).

     5.1  Opinion of Robert M. Reese regarding the legality of the Common Stock,
          par value $1.00 per share, to be issued upon exercise of options
          issued under the Agreement.

     23.1 Consent of Andersen LLP.

     23.2 Consent of Robert M. Reese (included in Exhibit 5.1).

     24.1 Powers of Attorney (included on the signature pages of the
          Registration Statement).

                                       3
ITEM 9. UNDERTAKINGS.

     (a)  The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
               made, a post-effective amendment to this Registration Statement
               to include any material information with respect to the plan of
               distribution not previously disclosed in the Registration
               Statement or any material change to such information in the
               Registration Statement.

          (2)  That, for the purpose of determining any liability under the
               Securities Act of 1933, each such post-effective amendment shall
               be deemed to be a new registration statement relating to the
               securities offered therein, and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

          (3)  To remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the offering.

     (b)  The undersigned Registrant hereby undertakes that, for purposes of
          determining any liability under the Securities Act of 1933, each
          filing of the Registrant's annual report pursuant to Section 13(a) or
          Section 15(d) of the Securities Exchange Act of 1934 that is
          incorporated by reference in this Registration Statement shall be
          deemed to be a new registration statement relating to the securities
          offered herein, and the offering of such securities at that time shall
          be deemed to be the initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
          Securities Act of 1933 may be permitted to directors, officers and
          controlling persons of the Registrant pursuant to the foregoing
          provisions, or otherwise, the Registrant has been advised that in the
          opinion of the Securities and Exchange Commission such indemnification
          is against public policy as expressed in the Act and is, therefore,
          unenforceable. In the event that a claim for indemnification against
          such liabilities (other than the payment by the Registrant of expenses
          incurred or paid by a director, officer or controlling person of the
          Registrant in the successful defense of any action, suit or
          proceeding) is asserted by such director, officer or controlling
          person in connection with the securities being registered, the
          Registrant will, unless in the opinion of its counsel the matter has
          been settled by controlling precedent, submit to a court of
          appropriate jurisdiction the question whether such indemnification by
          it is against public policy as expressed in the Act and will be
          governed by the final adjudication of such issue.

                                       4
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Township of Derry, County of Dauphin, State of Pennsylvania,
on this 22nd day of October, 2001.

                                        Hershey Foods Corporation

                               By:      /s/ R.H. Lenny
                                   ---------------------------------------------
                                        R.H. Lenny
                                        President and Chief Executive Officer

                               By:     /s/ F. Cerminara
                                       -----------------------------------------
                                       F. Cerminara
                                       Senior Vice President and Chief Financial
                                       Officer

     We, the undersigned officers and directors of Hershey Foods Corporation,
and each of us, do hereby constitute and appoint each and any of R.H. Lenny and
F. Cerminara our true and lawful attorney and agent, with full power of
substitution and resubstitution, to do any and all acts and things in our name
and behalf in any and all capacities and to execute any and all instruments for
us in our names in any and all capacities, which attorney and agent may deem
necessary or advisable to enable said corporation to comply with the Securities
Act and any rules, regulations, and requirements of the Commission, in
connection with this Registration Statement, including specifically, but without
limitation, power and authority to sign for us or any of us in our names in the
capacities indicated below, any and all amendments (including post-effective
amendments) hereto; and we do hereby ratify and confirm all that said attorney
and agent, or his substitute, shall do or cause to be done by virtue thereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities set forth below on this 22nd day of October, 2001.

                Name                                 Title
                ----                                 -----

/s/ K.L. Wolfe                             Chairman of the Board
--------------------------
K.L. Wolfe

/s/ R. H. Lenny                 President, Chief Executive Officer and Director
--------------------------
R. H. Lenny

/s/ F. Cerminara               Senior Vice President and Chief Financial Officer
--------------------------
F. Cerminara

/s/ D.W. Tacka                             Chief Accounting Officer
--------------------------
D.W. Tacka

/s/ C.M. Evarts, M.D.                               Director
--------------------------
C.M. Evarts, M.D.
/s/ B.G. Hill                                       Director
-------------------------
B.G. Hill

/s/ M. J. McDonald                                  Director
-------------------------
M.J. McDonald

/s/ J.M. Pietruski                                  Director
-------------------------
J.M. Pietruski
INDEX TO EXHIBITS

  EXHIBIT
   NUMBER                       DESCRIPTION OF EXHIBIT
  -------                       ----------------------

     4.1  Restated Certificate of Incorporation, as amended, of Hershey Foods
          Corporation (incorporated by reference from Exhibit 3 to Registrant's
          Quarterly Report on Form 10-Q for the quarter ended April 3, 1988).

     4.2  By-Laws, as amended and restated, of Hershey Foods Corporation
          (incorporated by reference from Exhibit 3 to the Registrant's Annual
          Report on Form 10-K for the fiscal year ended December 31, 1998).

     4.3  Hershey Foods Corporation 2001 Broad Based Stock Option Plan.

     4.4  Stockholder Protection Rights Agreement between Hershey Foods
          Corporation and Mellon Investor Services LLC, as Rights Agent, dated
          December 14, 2000 (incorporated by reference from Exhibit 4.1 to
          Registrant's Annual Report on Form 10-K for the fiscal year ended
          December 31, 2000).

     5.1  Opinion of Robert M. Reese regarding the legality of the Common Stock,
          par value $1.00 per share, to be issued upon exercise of options
          issued under the Agreement.

     23.1 Consent of Andersen LLP.

     23.2 Consent of Robert M. Reese (included in Exhibit 5.1)

     24.1 Powers of Attorney (included on the signature pages of the
          Registration Statement).