HERSHEY FOODS CORP
8-K, 2000-12-15
SUGAR & CONFECTIONERY PRODUCTS
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                       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


Date of Report (Date of earliest event reported):   December 15, 2000
                                                   ---------------------


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


     Delaware                        1-183             23-0691590
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(State or other jurisdiction       (Commission     (I.R.S. Employer
  of incorporation)                 File Number)    Identification No.)


     100 Crystal A Drive, Hershey, Pennsylvania                17033
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(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



<PAGE>




                      INFORMATION TO BE INCLUDED IN REPORT



Item 9   Regulation FD Disclosure
         ------------------------

         On December 15, 2000,  Hershey Foods  Corporation  (the  "Corporation")
announced  that the  Corporation  has  completed the purchase of the intense and
breath  freshener  mints and gum businesses of Nabisco,  Inc., for $135 million.
The press  release dated  December 15, 2000,  announcing  the  completion of the
acquisition,  is  incorporated  herein  by  reference,  and a copy is  furnished
herewith as Exhibit 99.



                                    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.


Dated:  December 15, 2000
        -----------------


                                            HERSHEY FOODS CORPORATION



                                           By /s/Frank Cerminara
                                              ------------------------
                                               Frank Cerminara
                                               Vice President, Chief Financial
                                                 Officer and Treasurer



















                                Page 2 of 3 Pages
                             Exhibit Index - Page 3




<PAGE>




                                  Exhibit Index
                                  -------------


Exhibit No.        Description
-----------        -----------


   99          Press release dated December 15, 2000 announcing that Hershey
               Foods Corporation has completed the purchase of Nabisco's intense
               and breath freshener mints and gum businesses.




















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                                                        Exhibit Index - Page 3



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