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 OF SECURITIES 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 * Azzara C Daniel   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 R&D (Last) (First) (Middle) 100 CRYSTAL A DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 05/10/2011 (Street) HERSHEY, PA 17033 4. If Amendment, Date 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 (City) (State) (Zip) 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) Code V Amount (A) or (D) Price Common Stock 05/10/2011   M   6,700 A $ 32.25 39,510 D   Common Stock 05/10/2011   S   91 D $ 56.63 39,419 D   Common Stock 05/10/2011   S   3,518 D $ 56.64 35,901 D   Common Stock 05/10/2011   S   300 D $ 56.641 35,601 D   Common Stock 05/10/2011   S   1,300 D $ 56.65 34,301 D   Common Stock 05/10/2011   S   791 D $ 56.66 33,510 D   Common Stock 05/10/2011   S   700 D $ 56.67 32,810 D   Common Stock               2,460.174 (1) I 401(k) Plan

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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 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

Non-qualified Stock Option (Right to Buy)

$ 32.25

05/10/2011

M

6,700

(2)

02/02/2013

Common Stock

6,700

$ 0

2,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Azzara C Daniel 100 CRYSTAL A DRIVE HERSHEY, PA 17033			SVP, Global R&D

Signatures

C. Daniel Azzara		05/12/2011
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The total amount of securities reported as indirectly owned by the reporting person includes 17.791 shares acquired from February 1, 2011 through April 29, 2011, pursuant to the Company's 401(k) Plan ("Plan"). The information is based on a report dated May 2, 2011, provided by the Plan trustee.
(2)	The options vested according to the following schedule: 25% vested on February 3, 2004, 25% vested on February 3, 2005, 25% vested on February 3, 2006 and 25% vested on February 3, 2007.

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