Current Report on Form 8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934


                             August 17, 2004                                   
Date of Report   (Date of earliest event reported)


      Hershey Foods Corporation      
(Exact name of registrant as specified in its charter)


                                Delaware                                 
(State or other jurisdiction of incorporation)

                     1-183                    
(Commission File Number)		                   23-0691590                  
(IRS Employer Identification No.)


    100 Crystal A Drive, Hershey, Pennsylvania 17033    
(Address of Principal Executive Offices)    (Zip Code)

Registrant's telephone number, including area code:  (717)  534-6799



Page 1 of 3 Pages
Exhibit Index - Page 3

INFORMATION TO BE INCLUDED IN REPORT

Item 7. Financial Statements and Exhibits

               (c)   Exhibits

                       99.1   Press Release dated August 17, 2004.

Item 9. Regulation FD Disclosure

        On August 17, 2004, Hershey Foods Corporation (the “Corporation”) announced that Hershey Mexico, a subsidiary of Hershey Foods Corporation and one of the leading companies manufacturing and selling chocolate, confectionery and flavored milk products in Mexico, has entered into an agreement to acquire Grupo Lorena, one of Mexico’s top confectionery companies. A copy of the Corporation’s press release dated August 17, 2004 is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

        The information in this Current Report, including the exhibit, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

 

SIGNATURE

        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.

Date: August 17, 2004

                 HERSHEY FOODS CORPORATION

By:     /s/Frank Cerminara   
Frank Cerminara
         Senior Vice President,
          Chief Financial Officer

 

 

 

 

Page 2 of 3 Pages
Exhibit Index - Page 3

 

EXHIBIT INDEX

Exhibit No. Description

99.1 Hershey Foods Corporation Press Release dated August 17, 2004.

 

 

 

 

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Exhibit Index - Page 3