Item 1.01   Entry Into a Material Definitive Agreement

        On December 12, 2005, The Hershey Company (the “Company”) announced that it had entered into an agreement (“Agreement”) with Hershey Trust Company, as Trustee for the benefit of Milton Hershey School (the “Milton Hershey School Trust”), dated December 12, 2005, under which the Milton Hershey School Trust intends to participate on a proportional basis in plans approved by the Company’s Board of Directors (“Board”) to repurchase the Company’s outstanding Common Stock, par value one dollar per share (“Common Stock”). The Board had approved the repurchase of $250 million of its Common Stock in April 2005, and on December 6, 2005 approved the repurchase of an additional $500 million of its Common Stock. The Company expects to complete both authorizations by the end of 2006. The initial term of the Agreement will commence on December 13, 2005, and will expire on January 30, 2006 (the “Term”). The parties, by mutual consent, may renew the Agreement for subsequent additional terms.

        Under the terms of the Agreement, the Milton Hershey School Trust will sell to the Company on a weekly basis during the Term the number of shares of Common Stock equal to the product of the aggregate number of shares of Common Stock the Company has purchased on the open market from persons other than the Milton Hershey School Trust during the preceding calendar week (the “Prior Week Shares”) multiplied by .44. The purchase price for each weekly purchase will be the volume weighted average price (“VWAP”) paid by the Company for the Prior Week Shares. The VWAP is calculated by dividing the total consideration paid by the Company, without taking commissions into account, for the Prior Week Shares by the Prior Week Shares, excluding any transaction involving the purchase of shares of Common Stock directly from affiliates of the Company. The Milton Hershey School Trust is not required to sell shares to the Company if the VWAP for the shares for such week is less than $55 per share.

        A copy of the Agreement is attached hereto and filed as Exhibit 10.1. The description of the Agreement contained herein is not complete and is qualified in its entirety by reference to the Agreement which is incorporated by reference herein.

Item 1.01 Entry Into a Material Definitive Agreement

On December 6, 2005, the Board of Directors of The Hershey Company approved an increase in non-employee director compensation effective January 1, 2006. The increase was approved following a review of competitive data that disclosed the need to adjust director compensation upward to be at the mid-point of compensation paid to directors at a peer group of food, beverage and consumer packaged goods companies the Board uses for benchmarking non-employee director compensation.

The charts below show non-employee director compensation in 2005 and as approved for 2006.

Except as provided above, all other terms and conditions regarding director compensation remain as outlined in the Company’s Proxy Statement for the 2005 Annual Meeting of Stockholders, filed March 10, 2005. Information regarding director compensation will also be provided in the Company’s Proxy Statement for the 2006 Annual Meeting of Stockholders, which will be filed in March 2006.

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.

Date: December 7, 2005

                 THE HERSHEY COMPANY

By:     /s/David J. West   
David J. West
              Senior Vice President,
               Chief Financial Officer

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Item 1.01    Entry Into a Material Definitive Agreement

        In November 2004, The Hershey Company (the “Company”) entered into a five year credit agreement (the “Five Year Credit Agreement”) with banks, financial institutions and other institutional lenders (collectively the “Lenders”) more fully described in the Company’s Current Report on Form 8-K, filed November 16, 2004. The Five Year Credit Agreement established an unsecured revolving credit facility under which the Company may borrow up to $900 million with the option to increase borrowings by an additional $600 million with the concurrence of the Lenders. Funds borrowed (“Borrowings”) may be used for general corporate purposes, including commercial paper backstop.

        During September 2005, Borrowings under the Five Year Credit Agreement (exclusively in the form of commercial paper backstop) approached $900 million. Due to the pending retirement of the Company’s $200 million 6.70% notes due October 1, 2005, a recent contribution to the Company’s pension plans and seasonal working capital needs, the Company currently expects Borrowings (again, exclusively in the form of commercial paper backstop) to exceed $900 million for a short period of time beginning early October 2005 and ending on December 30, 2005. In lieu of increasing the borrowing limit under the Five Year Credit Agreement, the Company entered into a new short-term credit agreement (the “Short-Term Credit Agreement”) on September 23, 2005 with the banks, financial institutions and other institutional lenders listed on the signature pages thereof (collectively the “New Facility Lenders”), Citibank, N.A., as administrative agent for the New Facility Lenders, Bank of America, N.A., as syndication agent, UBS Loan Finance LLC, as documentation agent, and Citigroup Global Markets Inc. and Banc of America Securities LLC, as joint lead arrangers and joint book managers. The Short-Term Credit Agreement establishes an unsecured revolving credit facility under which the Company may borrow up to $300 million. Funds borrowed may be used for general corporate purposes, including commercial paper backstop. Advances other than competitive bid advances may be repaid without penalty at any time prior to the last day of the Agreement. Competitive bid advances must be paid at maturity, and may not be prepaid. The Credit Agreement contains a financial covenant whereby the ratio of (a) pre-tax income from continuing operations from the most recent four fiscal quarters to (b) consolidated interest expense for the most recent four fiscal quarters may not be less than 2.0 to 1.0 at the end of each fiscal quarter. The Credit Agreement contains customary representations and warranties and events of default. Payment of outstanding advances may be accelerated, at the option of the New Facility Lenders, should the Company default in its obligations under the Short-Term Credit Agreement. The Short-Term Credit Agreement will expire on December 30, 2005. A copy of the Short-Term Credit Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

        The foregoing description of the Short-Term Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Short-Term Credit Agreement attached hereto as Exhibit 10.1.

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Exhibit Index – Page 4

        In the ordinary course of their respective businesses, the New Facility Lenders and their affiliates have engaged, and may in the future engage, in commercial banking and/or investment banking transactions with the Company and its affiliates. The New Facility Lenders are Lenders under the Five Year Credit Agreement along with six other banking institutions. Citibank, N.A. is Trustee, and affiliates of Bank of America N.A. and UBS Loan Finance LLC were underwriters of, the Company’s recent offering of $250 million 4.850% Notes due August 15, 2015.

Item  1.01 Entry into a Material Definitive Agreement

On August 10, 2005, The Hershey Company (the “Registrant”) entered into an Underwriting Agreement with Banc of America Securities LLC and UBS Investment Bank (the “Underwriters”) with respect to the issuance by the Registrant of certain debt securities. On August 10, 2005, the Registrant entered into a Pricing Agreement with the Underwriters concerning the issuance and sale of $250 million aggregate principal amount of 4.850% Notes due August 15, 2015 (“Notes”).

In the ordinary course of their respective businesses, the Underwriters and their affiliates have engaged, and may in the future engage, in commercial banking and/or investment banking transactions with the Registrant and its affiliates for which they have in the past received, and may in the future receive, customary fees. Affiliates of some of the lenders under the Registrant’s five year credit agreement are acting as underwriters for the offering of the Notes.

Information concerning the Notes and related matters is set forth in the Registrant’s Prospectus and Prospectus Supplement, each dated August 10, 2005, which were filed with the Securities and Exchange Commission on August 11, 2005.

Item 1.01    Entry into a Material Definitive Agreement

        On July 21, 2005, The Hershey Company (the “Company”) announced that its Board of Directors, on July 20, 2005, approved a program intended to advance the Company’s successful value-enhancing strategy. One element of the program is a voluntary workforce reduction program. The voluntary workforce reduction program will be offered to certain eligible employees primarily in the United States and Canada. The program includes an early retirement program that provides enhanced pension and post-retirement benefits and accelerated vesting of awards under certain non-qualified benefit plans, and an enhanced mutual separation program that provides paid leaves of absence during which eligible participants will continue to accrue pension benefits and participate in certain of the Company’s health and welfare and non-qualified benefit programs. To be eligible, participants must sign a separation agreement and general release with the Company. Senior leaders of the Company, excluding the Chief Executive Officer but including the Company’s other named executive officers, (“E-Grade Employees”), who meet applicable eligibility requirements may participate in the program.

        Copies of plan documents applicable to E-Grade Employees, namely the Company’s 2005 Early Retirement Plan for E-Grade Employees; 2005 Early Retirement Plan for E-Grade Employees Separation Agreement and General Release; 2005 Enhanced Mutual Separation Plan for E-Grade Employees; 2005 Enhanced Mutual Separation Plan for E-Grade Employees Separation Agreement and General Release; and First Amendment to the Hershey Foods Corporation Amended and Restated (2003) Supplemental Executive Retirement Plan are attached hereto as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5, respectively, and incorporated herein by reference.

        A copy of the Company’s press release announcing the program and other matters described in this Current Report on Form 8-K (the “Press Release”) is attached hereto as Exhibit 99.1.