SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

HERNQUIST THOMAS K

(Last)

(First)

(Middle)

100 CRYSTAL A DRIVE

(Street)

HERSHEY

17033

(City)

(State)

(Zip)

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)
	SVP, Global Chief Growth Off.

3. Date of Earliest Transaction (Month/Day/Year)
11/06/2006

4. If Amendment, Date of 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

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	11/06/2006		M		4,100	A	$32.23	28,854.0332	D
Common Stock	11/06/2006		S		4,100	D	$53.12	24,754.0332	D
Common Stock	11/06/2006		M		300	A	$32.23	25,054.0332	D
Common Stock	11/06/2006		S		300	D	$53.1	24,754.0332	D
Common Stock	11/06/2006		M		5,000	A	$32.23	29,754.0332	D
Common Stock	11/06/2006		S		5,000	D	$53.09	24,754.0332	D
Common Stock	11/06/2006		M		200	A	$32.23	24,954.0332	D
Common Stock	11/06/2006		S		200	D	$53.08	24,754.0332	D
Common Stock	11/06/2006		M		2,300	A	$32.23	27,054.0332	D
Common Stock	11/06/2006		S		2,300	D	$53.07	24,754.0332	D
Common Stock	11/06/2006		M		1,000	A	$32.23	25,754.0332	D
Common Stock	11/06/2006		S		1,000	D	$53.06	24,754.0332	D
Common Stock	11/06/2006		M		300	A	$32.23	25,054.0332	D
Common Stock	11/06/2006		S		300	D	$53.05	24,754.0332	D
Common Stock	11/06/2006		M		5,000	A	$32.23	29,754.0332	D
Common Stock	11/06/2006		S		5,000	D	$53.04	24,754.0332	D
Common Stock	11/06/2006		M		1,700	A	$32.23	26,454.0332	D
Common Stock	11/06/2006		S		1,700	D	$53.03	24,754.0332	D
Common Stock	11/06/2006		M		100	A	$32.23	24,854.0332	D
Common Stock	11/06/2006		S		100	D	$53.02	24,754.0332⁽¹⁾	D
Common Stock								581.937	I	401(k) Plan

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (right to buy)	$32.23	11/06/2006		M			4,100	⁽²⁾	04/27/2013	Common Stock	4,100	$0	65,100	D
Non-Qualified Stock Option (right to buy)	$32.23	11/06/2006		M			300	⁽²⁾	04/27/2013	Common Stock	300	$0	64,800	D
Non-Qualified Stock Option (right to buy)	$32.23	11/06/2006		M			5,000	⁽²⁾	04/27/2013	Common Stock	5,000	$0	59,800	D
Non-Qualified Stock Option (right to buy)	$32.23	11/06/2006		M			200	⁽²⁾	04/27/2013	Common Stock	200	$0	59,600	D
Non-Qualified Stock Option (right to buy)	$32.23	11/06/2006		M			2,300	⁽²⁾	04/27/2013	Common Stock	2,300	$0	57,300	D
Non-Qualified Stock Option (right to buy)	$32.23	11/06/2006		M			1,000	⁽²⁾	04/27/2013	Common Stock	1,000	$0	56,300	D
Non-Qualified Stock Option (right to buy)	$32.23	11/06/2006		M			300	⁽²⁾	04/27/2013	Common Stock	300	$0	56,000	D
Non-Qualified Stock Option (right to buy)	$32.23	11/06/2006		M			5,000	⁽²⁾	04/27/2013	Common Stock	5,000	$0	51,000	D
Non-Qualified Stock Option (right to buy)	$32.23	11/06/2006		M			1,700	⁽²⁾	04/27/2013	Common Stock	1,700	$0	49,300	D
Non-Qualified Stock Option (right to buy)	$32.23	11/06/2006		M			100	⁽²⁾	04/27/2013	Common Stock	100	$0	49,200	D

Explanation of Responses:

1. The total amount of securities reported as directly owned by the reporting person in Column 5 of Table I includes 29.0462 shares acquired on June 15, 2006 and 33.8556 shares acquired on September 15, 2006 pursuant to the Company's Dividend Reinvestment Plan.

2. The options vest according to the following schedule: 25% vested on April 28, 2004; an additional 25% vested on April 28, 2005; an additional 25% vested on April 28, 2006; and the final 25% will vest on April 28, 2007.

Remarks:

The total amount of securities reported as indirectly owned by the reporting person in Column 5 of Table I (401(k) Plan) includes 27.9160 shares acquired from June 1, 2006 through October 31, 2006 pursuant to the Company's Employee Savings Stock Investment and Ownership Plan (ESSIOP). These shares were acquired at various intervals. The closing price on October 31, 2006 was $52.91. The exact price of each share at the date of acquisition is not readily determinable. The total amount of securities reported as indirectly owned by the reporting person in Column 5 of Table I (401(k) Plan) has been adjusted to include 69.7110 shares previously reported in a footnote as being acquired from February 18, 2006 through May 31, 2006. The earlier report, filed June 19, 2006, failed to include those shares in the total amount of securities reported to be indirectly owned in Column 5 of Table I (401(k) Plan) of that report.

	Thomas K Hernquist	11/08/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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