Sec Form 4 Filing - Jastrzebski Thaddeus J @ HERSHEY CO - 2010-11-02

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Jastrzebski Thaddeus J 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, President Hershey Intl. (Last) (First) (Middle) 100 CRYSTAL A DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 11/02/2010 (Street) HERSHEY, PA17033 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 324.83 ( 1 ) I 401(k) Plan Common Stock ( 2 ) 11/02/2010 M 125 ( 3 ) A $ 0 11,686 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units ( 4 ) $ 0 ( 5 ) 11/02/2010 M 125 ( 6 ) ( 7 ) Common Stock 125 $ 0 675 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Jastrzebski Thaddeus J 100 CRYSTAL A DRIVE HERSHEY, PA17033 SVP, President Hershey Intl. Signatures Thaddeus J. Jastrzebski 11/03/2010 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The total amount of securities reported as indirectly owned by the reporting person includes 3.979 shares acquired from May 1, 2010 through October 29, 2010, pursuant to the Company?s 401(k) Plan (?Plan?). The information is based on a report dated November 1, 2010, provided by the Plan Trustee. ( 2 )Restricted Stock Units (?RSUs?) converted to phantom stock units and deferred under the Company?s Deferred Compensation Plan. The units are payable only in shares of Common Stock at the end of the deferral period. ( 3 )Each deferred phantom stock unit is equivalent to one share of Common Stock of The Hershey Company. ( 4 )RSUs awarded on November 2, 2007 of which 125 RSUs vested on November 2, 2010. The remaining RSUs from that award will vest on November 2, 2011. Once vested, RSUs may be: (1) settled in cash having a value equivalent to the closing price of Common Stock on the New York Stock Exchange on the vesting date, in an equal number of shares of Common Stock, or in a combination of cash and Common Stock; or (2) deferred under the Company's Deferred Compensation Plan. RSUs deferred as phantom shares of Common Stock are payable only in shares of Common Stock at the end of the deferral period. The reporting person has elected to defer payment of the RSU award in phantom shares of Common Stock. ( 5 )Each Restricted Stock Unit represents a contingent right to receive one share of Common Stock of The Hershey Company or its cash equivalent. ( 6 )See Footnote (4) above. ( 7 )See Footnote (4) above.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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