Ownership Submission
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
TACKA DAVID W
   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)
VP CAO
(Last)
(First)
(Middle)
100 CRYSTAL A DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
05/21/2012
(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 05/21/2012   M   11,000 A $ 52.3 33,329.914 D  
Common Stock 05/21/2012   S   11,000 D $ 67.4 22,329.914 D  
Common Stock 05/22/2012   M   1,200 A $ 61.7 23,529.914 D  
Common Stock 05/22/2012   S   1,200 D $ 68 22,329.914 D  
Common Stock 05/22/2012   M   500 A $ 61.27 22,829.914 D  
Common Stock 05/22/2012   S   500 D $ 68 22,329.914 D  
Common Stock 05/22/2012   M   5,375 A $ 54.68 27,704.914 D  
Common Stock 05/22/2012   S   5,375 D $ 68 22,329.914 (1) D  
Common Stock               5,914.896 (2) I 401(k) Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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) $ 52.3 05/21/2012   M     11,000   (3) 02/15/2016 Common Stock 11,000 $ 0 0 D  
Non-qualified Stock Option (Right to Buy) $ 61.7 05/22/2012   M     1,200   (4) 02/14/2015 Common Stock 1,200 $ 0 8,250 D  
Non-qualified Stock Option (Right to Buy) $ 61.27 05/22/2012   M     500   (5) 04/17/2015 Common Stock 500 $ 0 0 D  
Non-qualified Stock Option (Right to Buy) $ 54.68 05/22/2012   M     5,375   (6) 04/22/2017 Common Stock 5,375 $ 0 5,375 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
TACKA DAVID W
100 CRYSTAL A DRIVE
HERSHEY, PA 17033		       VP CAO  

Signatures

 David W. Tacka   05/23/2012
**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 directly owned by the reporting person has been adjusted to include the acquisition of 2.2494 shares on March 15, 2012, pursuant to the Company's Dividend Reinvestment Plan.
(2) The total amount of securities reported as indirectly owned by the reporting person includes 50.523 shares acquired from March 6, 2012 through April 30, 2012, pursuant to the Company's 401(k) Plan ("Plan"). The information is based on a report dated May 1, 2012, provided by the Plan Trustee.
(3) The options vest according to the following schedule: 25% vested on February 16, 2007, 25% vested on February 16, 2008, 25% vested on February 16, 2009 and 25% vested on February 16, 2010.
(4) The options vest according to the following schedule: 25% vested on February 15, 2006, 25% vested on February 15, 2007, 25% vested on February 15, 2008 and 25% vested on February 15, 2009.
(5) The options vest according to the following schedule: 25% vested on April 18, 2006, 25% vested on April 18, 2007, 25% vested on April 18, 2008 and 25% vested on April 18, 2009.
(6) The options vest according to the following schedule: 25% vested on April 23, 2008, 25% vested on April 23, 2009, 25% vested on April 23, 2010 and 25% vested on April 23, 2011.

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