TY 2010 Form 990PF

- TIN:

Form990-PF

Department of the Treasury
Internal Revenue Service

Return of Private Foundation

or Section 4947(a)(1) Nonexempt Charitable Trust
Treated as a Private Foundation

Note. The foundation may be able to use a copy of this return to satisfy state reporting requirements.

OMB No. 1545-0052

2010

For calendar year 2010, or tax year beginning 01-01-2010 , and ending 12-31-2010

Check all that apply:Initial returnInitial return of a former public charityFinal return

Amended returnAddress changeName change

Name of foundation
ANNE & PHILIP GLATFELTER III FAMILY FOUNDATION

Number and street (or P.O. box number if mail is not delivered to street address)C/O HERSHEY TRUST CO 1 W CHOCOLATE Room/suite

City or town, state, and ZIP code
HERSHEY, PA17033

A Employer identification number

23-3094915

B Telephone number (see page 10 of the instructions)

(717) 534-3225

C If exemption application is pending, check here bullet

D 1. Foreign organizations, check here . bullet

H Check type of organization: Section 501(c)(3) exempt private foundation
Section 4947(a)(1) nonexempt charitable trustOther taxable private foundation 2. Foreign organizations meeting the 85% test,
check here and attach computation bullet

I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16) bullet

$11,331,483J Accounting method: Cash Accrual
Other (specify)
(Part I, column (d) must be on cash basis.)

E If private foundation status was terminated
under section 507(b)(1)(A), check here bullet

F If the foundation is in a 60-month termination
under section 507(b)(1)(B), check here bullet

	Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see page 11 of the instructions).)	(a) Revenue and expenses per books		(b) Net investment income	(d) Disbursements for charitable purposes (cash basis only)


1	Contributions, gifts, grants, etc., received (attach schedule)	1,100,376
2	Check
3	Interest on savings and temporary cash investments	1,479		1,479
4	Dividends and interest from securities......	227,944		227,944
5a	Gross rents..............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10		3,815
b	Gross sales price for all assets on line 6a 2,492,945
7	Capital gain net income (from Part IV, line 2)...			3,815
8	Net short-term capital gain.........
9	Income modifications...........
10a	Gross sales less returns and allowances
b	Less: Cost of goods sold....
c	Gross profit or (loss) (attach schedule).....
11	Other income (attach schedule).......		2,238	2,238
12	Total. Add lines 1 through 11........	1,335,852		235,476
13	Compensation of officers, directors, trustees, etc.
14	Other employee salaries and wages......
15	Pension plans, employee benefits.......
16a	Legal fees (attach schedule).........
b	Accounting fees (attach schedule).......
c	Other professional fees (attach schedule)....		30,035	30,035
17	Interest...............
18	Taxes (attach schedule) (see page 14 of the instructions)		4,799	4,799
19	Depreciation (attach schedule) and depletion...
20	Occupancy..............
21	Travel, conferences, and meetings.......
22	Printing and publications..........
23	Other expenses (attach schedule).......		1,409	1,409
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	36,243		36,243	0
25	Contributions, gifts, grants paid........	507,500			507,500
26	Total expenses and disbursements. Add lines 24 and 25	543,743		36,243	507,500
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	792,109
b	Net investment income (if negative, enter -0-)			199,233
c	Adjusted net income (if negative, enter -0-)...

For Privacy Act and Paperwork Reduction Act Notice, see page 30 of the instructions.

Cat. No. 11289X Form 990-PF (2010)

Form 990-PF (2010)

Page 2

Part II		Balance Sheets	Beginning of year	End of year
Part II		Balance Sheets	(a) Book Value	(b) Book Value	(c) Fair Market Value
	1	Cash—non-interest-bearing...............		967	967
	2	Savings and temporary cash investments..........	1,235,445	854,757	854,757
	3	Accounts receivable
		Less: allowance for doubtful accounts
	4	Pledges receivable
		Less: allowance for doubtful accounts
	5	Grants receivable.................
	6	Receivables due from officers, directors, trustees, and other
		disqualified persons (attach schedule) (see page 15 of the
		instructions)....................
	7	Other notes and loans receivable (attach schedule)
		Less: allowance for doubtful accounts
	8	Inventories for sale or use...............
	9	Prepaid expenses and deferred charges...........
	10a	Investments—U.S. and state government obligations (attach schedule)	699,657	99,657	100,556
	b	Investments—corporate stock (attach schedule)........	4,364,500	4,612,001	5,932,856
	c	Investments—corporate bonds (attach schedule)........	669,743	819,869	862,764
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	12	Investments—mortgage loans..............
	13	Investments—other (attach schedule)...........	2,088,154	3,462,357	3,579,583
	14	Land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	15	Other assets (describe )
	16	Total assets (to be completed by all filers—see the
		instructions. Also, see page 1, item I)	9,057,499	9,849,608	11,331,483
	17	Accounts payable and accrued expenses..........
	18	Grants payable...................
	19	Deferred revenue..................
	20	Loans from officers, directors, trustees, and other disqualified persons
	21	Mortgages and other notes payable (attach schedule)......
	22	Other liabilities (describe )
	23	Total liabilities (add lines 17 through 22)..........		0
		Foundations that follow SFAS 117, check here
		and complete lines 24 through 26 and lines 30 and 31.
	24	Unrestricted....................
	25	Temporarily restricted................
	26	Permanently restricted................
		Foundations that do not follow SFAS 117, check here
		and complete lines 27 through 31.
	27	Capital stock, trust principal, or current funds.........	8,845,550	9,635,057
	28	Paid-in or capital surplus, or land, bldg., and equipment fund
	29	Retained earnings, accumulated income, endowment, or other funds	211,949	214,551
	30	Total net assets or fund balances (see page 17 of the
		instructions)....................	9,057,499	9,849,608
	31	Total liabilities and net assets/fund balances (see page 17 of
		the instructions)..................	9,057,499	9,849,608

Part III	Analysis of Changes in Net Assets or Fund Balances
1	Total net assets or fund balances at beginning of year—Part II, column (a), line 30 (must agree
	with end-of-year figure reported on prior year’s return)...............	1	9,057,499
2	Enter amount from Part I, line 27a......................	2	792,109
3	Other increases not included in line 2 (itemize)	3
4	Add lines 1, 2, and 3..........................	4	9,849,608
5	Decreases not included in line 2 (itemize)	5
6	Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30..	6	9,849,608

Form 990-PF (2010)

Page 3

Part IV

Capital Gains and Losses for Tax on Investment Income

(a) List and describe the kind(s) of property sold (e.g., real estate, 2-story brick warehouse; or common stock, 200 shs. MLC Co.)		(b) How acquired P—Purchase D—Donation	(c) Date acquired (mo., day, yr.)	(d) Date sold (mo., day, yr.)
1 a	200 Altera Corporation	P	2009-07-24	2010-02-03
b	500 Apollo Group Inc	P	2009-04-17	2010-01-26
c	83 Apollo Group Inc	P	2009-07-24	2010-01-26
d	117 Apollo Group Inc	P	2009-11-24	2010-01-26
e	207 BJ Services Company	P	2009-07-24	2010-04-28
	166 Diamonds Foods Inc	P	2009-07-24	2010-06-29
	83 DST Systems Inc	P	2009-07-24	2010-01-21
	650 EMC Corporation	P	2009-05-28	2010-03-11
	100K Fed Farm Cre Bks 4% 5/26/17	P	2009-05-07	2010-03-10
	61538.46 Fed Home Ln Bks 3% 12/30/15	P	2010-03-25	2010-06-30
	100K Fed Home Ln Bks 3.25% 2/24/14	P	2009-02-24	2010-02-24
	100K Fed Home Ln Bks 3.5% 10/19/16	P	2010-03-24	2010-07-19
	100K Fed Home Ln Bks 4% 4/26/10	P	2009-10-05	2010-07-12
	75K Fed Home Ln Bks 4% 12/24/18	P	2009-12-01	2010-06-07
	50K Fed Home Ln Bks 4.05% 8/11/16	P	2009-07-27	2010-02-11
	100K Fed Home Ln Mtg 4% 7/28/16	P	2010-01-05	2010-04-28
	100K Fed Home Ln Mtg 4.25% 7/28/17	P	2010-01-04	2010-04-28
	50K Fed Home Ln Mtg 4.34% 12/18/17	P	2009-07-23	2010-06-18
	50K Fed Natl Mtg Assn 4% 6/28/17	P	2009-12-04	2010-06-28
	12.08 Furiex Pharmaceuticals	P	2009-07-24	2010-07-01
	37.59 Furiex Pharmaceuticals	P	2009-10-05	2010-06-30
	.33 Furiex Pharmaceuticals	P	2009-10-05	2010-06-14
	10.92 Furiex Pharmaceuticals	P	2009-11-20	2010-07-01
	22.41 Furiex Pharmaceuticals	P	2009-11-20	2010-06-30
	300 Goldman Sachs Group Inc	P	2009-04-20	2010-03-25
	41 Goldman Sachs Group Inc	P	2009-07-24	2010-03-25
	310 Neogen Corp	P	2009-07-24	2010-03-10
	187 SM Energy Co	P	2009-07-24	2010-07-07
	124 Smith Internatl Inc	P	2009-07-24	2010-03-12
	500 Starbucks Corp	P	2009-05-13	2010-04-26
	2 Thermo Fisher Scientific Inc	P	2009-07-24	2010-01-26
	311 TradeStation Group Inc	P	2009-07-24	2010-04-27
	.872 Baker Hughes Inc	P	2005-03-09	2010-05-19
	600 BP plc Spons ADR	P	2003-07-14	2010-05-03
	25K Fed Home Ln Bks 4.5% 6/29/10	P	2005-06-14	2010-06-29
	50K Fed Home Ln Mtg 4.02% 4/28/10	P	2004-10-27	2010-04-28
	.02 Frontier Communications Corp	P	2004-06-21	2010-07-08
	1000 Hain Celestial Group Inc	P	2003-09-04	2010-05-17
	500 Hain Celestial Group Inc	P	2004-06-21	2010-05-17
	475 Transocean Ltd	P	2003-07-25	2010-05-03
	1000 Altera Corporation	P	2006-11-02	2010-02-03
	800 Altera Corporation	P	2006-11-03	2010-02-03
	1000 Cache Inc	P	2010-01-09	2010-04-09
	1500 Cache Inc	P	2006-01-10	2010-04-09
	1000 Cache Inc	P	2007-06-29	2010-04-13
	1500 Diodes Inc	P	2007-03-30	2010-03-25
	300 Genzyme Corporation	P	2007-03-06	2010-04-29
	200 Genzyme Corporation	P	2007-03-12	2010-04-29
	1000 Genzyme Corporation	P	2007-04-20	2010-04-29
	38461.54 Fed Home Ln Bks 3% 12/30/15	P	2010-03-25	2010-09-30
	100K Fed Home Ln Bks 3.25% 11/19/15	P	2010-04-29	2010-08-19
	50K Fed Farm Cre Bks 3% 11/27/15	P	2010-05-14	2010-08-27
	50K Fed Farm Cre Bks 3.3% 12/7/16	P	2010-05-27	2010-09-07
	100K Fed Farm Cre Bks 2.7% 5/3/17	P	2010-07-22	2010-11-03
	100K Fed Home Ln Bks 3% 8/10/18	P	2010-07-23	2010-11-10
	100K Fed Home Ln Bks 3.45% 7/22/19	P	2010-07-23	2010-10-25
	100K Fed Natl Mtg Assn 4% 4/12/18	P	2010-03-29	2010-10-12
	100K Fed Natl Mtg Assn 3% 10/29/15	P	2010-04-23	2010-10-29
	776 McAfee Inc	P	2010-08-05	2010-10-18
	500 Mosaic Co	P	2010-04-27	2010-08-27
	417 Mosaic Co	P	2009-10-07	2010-08-27
	249 Barnes Group Inc	P	2009-07-24	2010-11-08
	500 Citigroup Inc	P	2004-11-29	2010-10-04
	207 Conagra Foods Inc	P	2009-07-24	2010-09-21
	500 Fortune Brands Inc	P	2004-12-06	2010-12-02
	120 Frontier Communications	P	2004-06-21	2010-10-19
	141.90 GMO Foreign Fd IV	P	2006-10-16	2010-12-08
	1486.848 GMO Foreign Fd IV	P	2007-12-27	2010-12-08
	702.773 GMO Foreign Fd IV	P	2006-12-26	2010-12-08
	35.892 GMO Foreign Fd IV	P	2007-07-10	2010-12-08
	571.21 GMO Foreign Fd IV	P	2007-07-10	2010-12-08
	2655.047 GMO Foreign Fd IV	P	2007-03-15	2010-12-08
	2496.944 GMO Foreign Fd IV	P	2007-12-07	2010-12-08
	700 Hansen Nat Corp	P	2009-07-06	2010-10-25
	985 Hansen Nat Corp	P	2009-07-02	2010-10-25
	114 Lennox Intl Inc	P	2009-07-24	2010-11-15
	124 McAfee Inc	P	2009-07-24	2010-10-18
	83 Mosaic Co	P	2009-07-24	2010-08-27
	160 Rofin Sinar Technologies	P	2009-07-24	2010-08-09
	311 Sonic Corp	P	2009-07-24	2010-10-18
	207 Trinity Inds Inc	P	2009-07-24	2010-08-25
	104 Universal Fst Prods	P	2009-07-24	2010-11-08

(e) Gross sales price		(g) Cost or other basis plus expense of sale	(h) Gain or (loss) (e) plus (f) minus (g)
a	4,457	3,822	635
b	30,732	32,947	-2,215
c	5,101	5,559	-458
d	7,191	6,529	662
e	557	0	557
	6,575	4,651	1,924
	3,815	3,595	220
	12,182	7,779	4,403
	100,000	100,000	0
	61,538	61,385	153
	100,000	100,000	0
	100,000	100,000	0
	100,000	100,000	0
	75,000	75,000	0
	50,000	50,000	0
	100,000	100,000	0
	100,000	100,000	0
	50,000	50,000	0
	50,000	50,000	0
	121	98	23
	388	329	59
	3	3	0
	109	93	16
	231	191	40
	52,787	34,512	18,275
	7,214	6,754	460
	8,125	6,103	2,022
	7,920	4,509	3,411
	5,408	3,219	2,189
	13,705	6,433	7,272
	93	89	4
	2,477	2,516	-39
	41	41	0
	29,805	24,326	5,479
	25,000	25,000	0
	50,000	50,000	0
	0	0	0
	22,110	17,644	4,466
	11,055	8,670	2,385
	33,629	21,990	11,639
	22,285	17,790	4,495
	17,828	14,152	3,676
	6,160	16,840	-10,680
	9,240	24,263	-15,023
	6,267	13,670	-7,403
	34,890	34,930	-40
	16,263	18,154	-1,891
	10,842	11,990	-1,148
	54,209	63,173	-8,964
	38,462	38,365	97
	100,000	100,000	0
	50,000	50,000	0
	50,000	50,000	0
	100,000	100,000	0
	100,000	100,000	0
	100,000	100,000	0
	100,000	99,900	100
	100,000	100,000	0
	36,751	25,204	11,547
	29,103	25,549	3,554
	24,272	19,866	4,406
	4,798	3,446	1,352
	2,030	22,510	-20,480
	4,378	4,072	306
	30,229	36,074	-5,845
	1,039	1,074	-35
	1,754	2,619	-865
	18,377	27,644	-9,267
	8,686	13,131	-4,445
	444	733	-289
	7,060	11,673	-4,613
	32,816	49,798	-16,982
	30,862	49,798	-18,936
	36,372	20,702	15,670
	51,180	29,813	21,367
	4,629	4,037	592
	5,873	5,483	390
	4,831	4,436	395
	3,838	3,365	473
	2,989	3,266	-277
	3,390	3,237	153
	3,429	4,586	-1,157

Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69				(l) Gains (Col. (h) gain minus col. (k), but not less than -0-) or Losses (from col.(h))
(i) F.M.V. as of 12/31/69		(j) Adjusted basis as of 12/31/69	(k) Excess of col. (i) over col. (j), if any
a	0	0	0	635
b	0	0	0	-2,215
c	0	0	0	-458
d	0	0	0	662
e	0	0	0	557
	0	0	0	1,924
	0	0	0	220
	0	0	0	4,403
	0	0	0	0
	0	0	0	153
	0	0	0	0
	0	0	0	0
	0	0	0	0
	0	0	0	0
	0	0	0	0
	0	0	0	0
	0	0	0	0
	0	0	0	0
	0	0	0	0
	0	0	0	23
	0	0	0	59
	0	0	0	0
	0	0	0	16
	0	0	0	40
	0	0	0	18,275
	0	0	0	460
	0	0	0	2,022
	0	0	0	3,411
	0	0	0	2,189
	0	0	0	7,272
	0	0	0	4
	0	0	0	-39
	0	0	0	0
	0	0	0	5,479
	0	0	0	0
	0	0	0	0
	0	0	0	0
	0	0	0	4,466
	0	0	0	2,385
	0	0	0	11,639
	0	0	0	4,495
	0	0	0	3,676
	0	0	0	-10,680
	0	0	0	-15,023
	0	0	0	-7,403
	0	0	0	-40
	0	0	0	-1,891
	0	0	0	-1,148
	0	0	0	-8,964
	0	0	0	97
	0	0	0	0
	0	0	0	0
	0	0	0	0
	0	0	0	0
	0	0	0	0
	0	0	0	0
	0	0	0	100
	0	0	0	0
	0	0	0	11,547
	0	0	0	3,554
	0	0	0	4,406
	0	0	0	1,352
	0	0	0	-20,480
	0	0	0	306
	0	0	0	-5,845
	0	0	0	-35
	0	0	0	-865
	0	0	0	-9,267
	0	0	0	-4,445
	0	0	0	-289
	0	0	0	-4,613
	0	0	0	-16,982
	0	0	0	-18,936
	0	0	0	15,670
	0	0	0	21,367
	0	0	0	592
	0	0	0	390
	0	0	0	395
	0	0	0	473
	0	0	0	-277
	0	0	0	153
	0	0	0	-1,157

2	Capital gain net income or (net capital loss)	If gain, also enter in Part I, line 7 If (loss), enter -0- in Part I, line 7	2	3,815
3	Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
	If gain, also enter in Part I, line 8, column (c) (see pages 13 and 17 of the instructions). If (loss), enter -0- in Part I, line 8 . . . . . . . . . . . . .		3

Part V

Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income

(For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income.)

If section 4940(d)(2) applies, leave this part blank.

Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period? Yes No

If “Yes,” the foundation does not qualify under section 4940(e). Do not complete this part.

1 Enter the appropriate amount in each column for each year; see page 18 of the instructions before making any entries.
(a) Base period years Calendar year (or tax year beginning in)	(b) Adjusted qualifying distributions	(c) Net value of noncharitable-use assets	(d) Distribution ratio (col. (b) divided by col. (c))
2009	395,232	8,137,561	0.048569
2008	470,167	7,414,279	0.063414
2007	420,122	8,091,405	0.051922
2006	327,652	6,530,068	0.050176
2005	236,480	5,193,560	0.045533

2	Total of line 1, column (d) ......................	2	0.259614
3	Average distribution ratio for the 5-year base period—divide the total on line 2 by 5, or by the number of years the foundation has been in existence if less than 5 years. . .	3	0.051923
4	Enter the net value of noncharitable-use assets for 2010 from Part X, line 5.....	4	9,978,803
5	Multiply line 4 by line 3.......................	5	518,129
6	Enter 1% of net investment income (1% of Part I, line 27b)...........	6	1,992
7	Add lines 5 and 6.........................	7	520,121
8	Enter qualifying distributions from Part XII, line 4..............	8	507,500
If line 8 is equal to or greater than line 7, check the box in Part VI, line 1b, and complete that part using a 1% tax rate. See the Part VI instructions on page 18.

Form 990-PF (2010)

Page 4

Part VI

Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see page 18 of the instructions)

1a	Exempt operating foundations described in section 4940(d)(2), check hereand enter “N/A” on line 1.
	Date of ruling or determination letter: 2001-11-05(attach copy of letter if necessary–see instructions)
b	Domestic foundations that meet the section 4940(e) requirements in Part V, check	1	3,985
	hereand enter 1% of Part I, line 27b...................
c	All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b)
2	Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-)	2	0
3	Add lines 1 and 2............................	3	3,985
4	Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-).	4
5	Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- .....	5	3,985
6	Credits/Payments:

a	2010 estimated tax payments and 2009 overpayment credited to 2010	6a	3,600
b	Exempt foreign organizations—tax withheld at source.......	6b
c	Tax paid with application for extension of time to file (Form 8868)	6c
d	Backup withholding erroneously withheld ...........	6d

7	Total credits and payments. Add lines 6a through 6d..............		7	3,600
8	Enter any penalty for underpayment of estimated tax. Check hereif Form 2220 is attached.		8
9	Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......		9	385
10	Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...		10
11	Enter the amount of line 10 to be: Credited to 2011 estimated tax0	Refunded	11

Part VII-A

Statements Regarding Activities

During the tax year, did the foundation attempt to influence any national, state, or local legislation or did

Yes

it participate or intervene in any political campaign? ....................

Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see page 19 of

the instructions for definition)?.............................

If the answer is “Yes” to 1a or 1b, attach a detailed description of the activities and copies of any materials

published or distributed by the foundation in connection with the activities.

Did the foundation file Form 1120-POL for this year?.....................

Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:

(1) On the foundation. bullet

$ (2) On foundation managers. bullet

Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed

on foundation managers. bullet

Has the foundation engaged in any activities that have not previously been reported to the IRS?.......

If “Yes,” attach a detailed description of the activities.

Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles

of incorporation, or bylaws, or other similar instruments? If “Yes,” attach a conformed copy of the changes....

Did the foundation have unrelated business gross income of $1,000 or more during the year?........

If “Yes,” has it filed a tax return on Form 990-T for this year?...................

Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........

If “Yes,” attach the statement required by General Instruction T.

Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:

By language in the governing instrument, or

By state legislation that effectively amends the governing instrument so that no mandatory directions

that conflict with the state law remain in the governing instrument?................

Yes

Did the foundation have at least $5,000 in assets at any time during the year? If “Yes,” complete Part II, col. (c), and Part XV.

Yes

Enter the states to which the foundation reports or with which it is registered (see page 19 of the

instructions) bullet

If the answer is “Yes” to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney

General (or designate) of each state as required by General Instruction G? If “No,” attach explanation .

Yes

Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)

or 4942(j)(5) for calendar year 2010 or the taxable year beginning in 2010 (see instructions for Part XIV on

page 27)? If “Yes,” complete Part XIV...........................

Did any persons become substantial contributors during the tax year? If “Yes,” attach a schedule listing their names and addresses.

At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the

meaning of section 512(b)(13)? If "Yes," attach schedule. (see page 20 of the instructions) .......

Did the foundation acquire a direct or indirect interest in any applicable insurance contract before August 17, 2008?

Did the foundation comply with the public inspection requirements for its annual returns and exemption application?

Yes

Website address bullet

N/A

The books are in care of bullet

HERSHEY TRUST COMPANY Telephone no. bullet

(717) 534-3225

Located at bullet

1 W CHOCOLATE AVE STE 200HERSHEYPA ZIP+4 bullet

17033

Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041 —Check here......... bullet

and enter the amount of tax-exempt interest received or accrued during the year ...... bullet

At any time during calendar year 2010, did the foundation have an interest in or a signature or other authority over

a bank, securities, or other financial account in a foreign country? .................

See page 20 of the instructions for exceptions and filing requirements for Form TD F 90-22.1. If "Yes", enter the name of the foreign country bullet

Form 990-PF (2010)

Page 5

Part VII-B

Statements Regarding Activities for Which Form 4720 May Be Required

File Form 4720 if any item is checked in the “Yes” column, unless an exception applies.

Yes

During the year did the foundation (either directly or indirectly):

(1) Engage in the sale or exchange, or leasing of property with a disqualified person? YesNo

(2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)

a disqualified person?.........................YesNo

(3) Furnish goods, services, or facilities to (or accept them from) a disqualified person? YesNo

(4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? YesNo

(5) Transfer any income or assets to a disqualified person (or make any of either available

for the benefit or use of a disqualified person)?.................YesNo

(6) Agree to pay money or property to a government official? (Exception. Check “No”

if the foundation agreed to make a grant to or to employ the official for a period

after termination of government service, if terminating within 90 days.).........YesNo

If any answer is “Yes” to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations

section 53.4941(d)-3 or in a current notice regarding disaster assistance (see page 20 of the instructions)?...

Organizations relying on a current notice regarding disaster assistance check here......... bullet

Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,

that were not corrected before the first day of the tax year beginning in 2010?.............

Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private

operating foundation defined in section 4942(j)(3) or 4942(j)(5)):

At the end of tax year 2010, did the foundation have any undistributed income (lines 6d

and 6e, Part XIII) for tax year(s) beginning before 2010?...............YesNo

If “Yes,” list the years bullet

20, 20, 20, 20

Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)

(relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)

to all years listed, answer “No” and attach statement—see page 20 of the instructions.) .........

If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.

20, 20, 20, 20

Did the foundation hold more than a 2% direct or indirect interest in any business

enterprise at any time during the year?.....................YesNo

If “Yes,” did it have excess business holdings in 2010 as a result of (1) any purchase by the foundation

or disqualified persons after May 26, 1969; (2) the lapse of the 5-year period (or longer period approved

by the Commissioner under section 4943(c)(7)) to dispose of holdings acquired by gift or bequest; or (3)

the lapse of the 10-, 15-, or 20-year first phase holding period? (Use Schedule C, Form 4720, to determine

if the foundation had excess business holdings in 2010.)....................

Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?

Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its

charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2010?

During the year did the foundation pay or incur any amount to:

(1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))? YesNo

(2) Influence the outcome of any specific public election (see section 4955); or to carry

on, directly or indirectly, any voter registration drive?...............YesNo

(3) Provide a grant to an individual for travel, study, or other similar purposes? YesNo

(4) Provide a grant to an organization other than a charitable, etc., organization described

in section 509(a)(1), (2), or (3), or section 4940(d)(2)? (see page 22 of the instructions)...YesNo

(5) Provide for any purpose other than religious, charitable, scientific, literary, or

educational purposes, or for the prevention of cruelty to children or animals?........YesNo

If any answer is “Yes” to 5a(1)–(5), did any of the transactions fail to qualify under the exceptions described in

Regulations section 53.4945 or in a current notice regarding disaster assistance (see page 22 of the instructions)?

Organizations relying on a current notice regarding disaster assistance check here......... bullet

If the answer is “Yes” to question 5a(4), does the foundation claim exemption from the

tax because it maintained expenditure responsibility for the grant?............YesNo

If “Yes,” attach the statement required by Regulations section 53.4945–5(d).

Did the foundation, during the year, receive any funds, directly or indirectly, to pay

premiums on a personal benefit contract?....................YesNo

Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract?....

If “Yes” to 6b, file Form 8870.

At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction? YesNo

If yes, did the foundation receive any proceeds or have any net income attributable to the transaction? ....

Form 990-PF (2010)

Page 6

Part VIII

Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
and Contractors

1 List all officers, directors, trustees, foundation managers and their compensation (see page 22 of the instructions).
(a) Name and address	(b) Title, and average hours per week devoted to position	(c) Compensation (If not paid, enter -0-)	(d) Contributions to employee benefit plans and deferred compensation	(e) Expense account, other allowances
PATRICIA G FOULKROD	Secretary 2.00	0	0	0
240 SHADY LANE HUMMELSTOWN,PA17036	Secretary 2.00	0	0	0
ELIZABETH GLATFELTER	President 2.00	0	0	0
9160 GREEN TREE ROAD PHILADELPHIA,PA19118	President 2.00	0	0	0

2 Compensation of five highest-paid employees (other than those included on line 1—see page 23 of the instructions). If none, enter “NONE.”
(a) Name and address of each employee paid more than $50,000	(b) Title, and average hours per week devoted to position	(c) Compensation	(d) Contributions to employee benefit plans and deferred compensation	(e) Expense account, other allowances
NONE









Total number of other employees paid over $50,000...................				0

3 Five highest-paid independent contractors for professional services (see page 23 of the instructions). If none, enter "NONE".
(a) Name and address of each person paid more than $50,000	(b) Type of service	(c) Compensation
NONE

Total number of others receiving over $50,000 for professional services............. bullet

Part IX-A

Summary of Direct Charitable Activities

List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc.		Expenses
1


2


3


4

Form 990-PF (2010)

Page 7

Part IX-B

Summary of Program-Related Investments (see page 23 of the instructions)

Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2.		Amount
1


2


All other program-related investments. See page 24 of the instructions.
3

Total. Add lines 1 through 3........................... bullet

Part X

Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations,
see page 24 of the instructions.)

Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,

purposes:

Average monthly fair market value of securities...................

9,284,698

Average of monthly cash balances.......................

846,066

Fair market value of all other assets (see page 24 of the instructions)............

Total (add lines 1a, b, and c).........................

10,130,764

Reduction claimed for blockage or other factors reported on lines 1a and

1c (attach detailed explanation) ..............

Acquisition indebtedness applicable to line 1 assets..................

Subtract line 2 from line 1d..........................

10,130,764

Cash deemed held for charitable activities. Enter 1 1⁄2% of line 3 (for greater amount, see page 25

of the instructions) ............................

151,961

Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4

9,978,803

Minimum investment return. Enter 5% of line 5...................

498,940

Part XI

Distributable Amount (see page 25 of the instructions) (Section 4942(j)(3) and (j)(5) private operating foundations and certain foreign organizations check here bullet

and do not complete this part.)

Minimum investment return from Part X, line 6....................

498,940

Tax on investment income for 2010 from Part VI, line 5......

3,985

Income tax for 2010. (This does not include the tax from Part VI.)...

Add lines 2a and 2b............................

3,985

Distributable amount before adjustments. Subtract line 2c from line 1............

494,955

Recoveries of amounts treated as qualifying distributions................

Add lines 3 and 4.............................

494,955

Deduction from distributable amount (see page 25 of the instructions)...........

Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII,

line 1.................................

494,955

Part XII

Qualifying Distributions (see page 25 of the instructions)

Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:

Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........

507,500

Program-related investments—total from Part IX-B..................

Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,

purposes................................

Amounts set aside for specific charitable projects that satisfy the:

Suitability test (prior IRS approval required)....................

Cash distribution test (attach the required schedule) .................

Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4

507,500

Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment

income. Enter 1% of Part I, line 27b (see page 26 of the instructions)............

Adjusted qualifying distributions. Subtract line 5 from line 4...............

507,500

Note: The amount on line 6 will be used in Part V, column (b), in subsequent years when calculating whether the foundation qualifies for
the section 4940(e) reduction of tax in those years.

Form 990-PF (2010)

Page 8

Part XIII

Undistributed Income (see page 26 of the instructions)

		(a) Corpus	(d) 2010
1 Distributable amount for 2010 from Part XI, line 7			494,955
2 Undistributed income, if any, as of the end of 2010:
a Enter amount for 2009 only.......
b Total for prior years:20, 20, 20
3 Excess distributions carryover, if any, to 2010:
a From 2005.......
b From 2006.......	1,383
c From 2007.......	25,038
d From 2008.......	104,119
e From 2009.......
fTotal of lines 3a through e.........		130,540
4Qualifying distributions for 2010 from Part
XII, line 4: $ 507,500
a Applied to 2009, but not more than line 2a
b Applied to undistributed income of prior years (Election required—see page 26 of the instructions)
c Treated as distributions out of corpus (Election required—see page 26 of the instructions)...
d Applied to 2010 distributable amount.....			494,955
e Remaining amount distributed out of corpus		12,545
5 Excess distributions carryover applied to 2010.
(If an amount appears in column (d), the same amount must be shown in column (a).)
6Enter the net total of each column as indicated below:
a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5		143,085
b Prior years’ undistributed income. Subtract line 4b from line 2b ...........
c Enter the amount of prior years’ undistributed income for which a notice of deficiency has been issued, or on which the section 4942(a) tax has been previously assessed......
d Subtract line 6c from line 6b. Taxable amount—see page 27 of the instructions ...
e Undistributed income for 2009. Subtract line 4a from line 2a. Taxable amount—see page 27 of the instructions ...........
f Undistributed income for 2010. Subtract lines 4d and 5 from line 1. This amount must be distributed in 2011 ..........			0
7 Amounts treated as distributions out of corpus to satisfy requirements imposed by section 170(b)(1)(F) or 4942(g)(3) (see page 27 of the instructions) ...........
8Excess distributions carryover from 2005 not applied on line 5 or line 7 (see page 27 of the instructions) .............
9Excess distributions carryover to 2011. Subtract lines 7 and 8 from line 6a ......		143,085
10 Analysis of line 9:
a Excess from 2006....	1,383
b Excess from 2007....	25,038
c Excess from 2008....	104,119
d Excess from 2009....
e Excess from 2010....	12,545

Form 990-PF (2010)

Page 9

Part XIV

Private Operating Foundations (see page 27 of the instructions and Part VII-A, question 9)

1a If the foundation has received a ruling or determination letter that it is a private operating
foundation, and the ruling is effective for 2010, enter the date of the ruling....... bullet

b Check box to indicate whether the organization is a private operating foundation described in section4942(j)(3) or4942(j)(5)

2a Enter the lesser of the adjusted net income from Part I or the minimum investment return from Part X for each year listed ..........	Tax year	Prior 3 years			(e) Total
	(a) 2010	(b) 2009	(c) 2008	(d) 2007	(e) Total

b 85% of line 2a .........
c Qualifying distributions from Part XII, line 4 for each year listed .....
d Amounts included in line 2c not used directly for active conduct of exempt activities ....
e Qualifying distributions made directly for active conduct of exempt activities. Subtract line 2d from line 2c ....
3 Complete 3a, b, or c for the alternative test relied upon:
a “Assets” alternative test—enter:
(1) Value of all assets ......
(2) Value of assets qualifying under section 4942(j)(3)(B)(i)
b “Endowment” alternative test— enter 2⁄3 of minimum investment return shown in Part X, line 6 for each year listed...
c “Support” alternative test—enter:
(1) Total support other than gross investment income (interest, dividends, rents, payments on securities loans (section 512(a)(5)), or royalties) ....
(2) Support from general public and 5 or more exempt organizations as provided in section 4942(j)(3)(B)(iii)....
(3) Largest amount of support from an exempt organization
(4) Gross investment income

Part XV

Supplementary Information (Complete this part only if the organization had $5,000 or more in
assets at any time during the year—see page 27 of the instructions.)

1Information Regarding Foundation Managers:

aList any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation
before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).)

NONE

bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.

NONE

2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:

Check here bullet

if the foundation only makes contributions to preselected charitable organizations and does not accept
unsolicited requests for funds. If the foundation makes gifts, grants, etc. (see page 28 of the instructions) to individuals or organizations
under other conditions, complete items 2a, b, c, and d.

aThe name, address, and telephone number of the person to whom applications should be addressed:

LISA PIERGALLINI VP HERSHEY TRUST C
1 W CHOCOLATE AVE STE 200
HERSHEY,PA17033
(717) 534-3225

bThe form in which applications should be submitted and information and materials they should include:

APPLICATION FORM DISTRIBUTED BY FOUNDATION UPON REQUEST

cAny submission deadlines:

AS STATED ON THE APPLICATION FORM

dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
factors:

AS STATED ON THE APPLICATION FORM

Form 990-PF (2010)

Page 10

Part XV

Supplementary Information (continued)

3 Grants and Contributions Paid During the Year or Approved for Future Payment
Recipient	If recipient is an individual, show any relationship to any foundation manager or substantial contributor	Foundation status of recipient	Purpose of grant or contribution	Amount
Name and address (home or business)		Foundation status of recipient	Purpose of grant or contribution	Amount
aPaid during the year
PA BALLET ASSN 1819 JOHN F KENNEDY BLVD PHILADELPHIA,PA19103		Public	Charitable	5,000
GAMUT THEATRE GROUP INC 605 STRAWBERRY SQ HARRISBURG,PA17101		Public	Charitable	4,000
PHILABUNDANCE 3616 SOUTH GALLOWAY ST PHILADELPHIA,PA19148		Public	Charitable	5,000
YORK COMMUNITY FOUNDATION 14 W MARKET STREET YORK,PA17401		Public	Charitable	2,500
YORK HEALTH FOUNDATION 1001 SOUTH GEORGE ST YORK,PA17403		Public	Charitable	15,000
YORK COUNTY LITERACY COUNCIL 800 E KING STREET YORK,PA17403		Public	Charitable	2,500
GETTYSBURG THEOLOGICAL SEMINARY 61 SEMINARY RIDGE GETTYSBURG,PA17325		Public	Religious	350,000
YWCA OF GREATER HARRISBURG 1101 MARKET ST HARRISBURG,PA17103		Public	Charitable	7,000
ARDEN THEATRE COMPANY 40 N 2ND STREET PHILADELPHIA,PA19106		Public	Charitable	10,000
HARRISBURG SYMPHONY ASSN 800 CORPORATE CIR 101 HARRISBURG,PA17110		Public	Charitable	10,000
ABINGTON ART CENTER 515 MEETINGHOUSE ROAD JENKINTOWN,PA19046		Public	Charitable	5,000
HARRISBURG AREA YMCA EAST SHORE 701 N FRONT STREET HARRISBURG,PA17101		Public	Charitable	1,500
LUTHERAN THEOLOGICAL SEMINARY OF PHILA 7301 GERMANTOWN AVE PHILADELPHIA,PA19119		Public	Religious	10,000
MUSIC AT GRETNA INC 1 ALPHA DRIVE ELIZABETHTOWN,PA17022		Public	Charitable	5,000
GERMANTOWN FRIENDS SCHOOL 31 W COULTER STREET PHILADELPHIA,PA19144		Public	Charitable	10,000
HOSPICE OF CENTRAL PA 1320 LINGLESTOWN ROAD HARRISBURG,PA17110		Public	Charitable	10,000
MEMORIAL HOSPITAL 325 SOUTH BELMONT ST YORK,PA17403		Public	Charitable	7,000
YORK COLLEGE OF PA 441 COUNTRY CLUB ROAD YORK,PA17403		Public	Educational	25,000
YORK SYMPHONY ORCHESTRA CAPITAL STRAND BLDG 50 N GEORGE ST YORK,PA17401		Public	Charitable	7,000
CHILDREN'S HOME OF YORK 77 SHOE HOUSE ROAD YORK,PA17406		Public	Charitable	10,000
HANOVER SYMPHONY ORCHESTRA 1150 CARLISLE ST STE 5 HANOVER,PA17331		Public	Charitable	6,000
Total ................................. 3a				507,500

bApproved for future payment

Total .................................. 3b

Form 990-PF (2010)

Page 11

Part XVI-A

Analysis of Income-Producing Activities

Enter gross amounts unless otherwise indicated.	Unrelated business income		Excluded by section 512, 513, or 514
1Program service revenue:	(a) Business code	(b) Amount	(c) Exclusion code	(d) Amount
a
b
c
d
e
f
gFees and contracts from government agencies
2 Membership dues and assessments....
3Interest on savings and temporary cash investments			14	1,479
4 Dividends and interest from securities....			14	227,944
5 Net rental income or (loss) from real estate:
aDebt-financed property......
bNot debt-financed property.....
6Net rental income or (loss) from personal property
7 Other investment income.....
8Gain or (loss) from sales of assets other than inventory			18	3,815
9 Net income or (loss) from special events:
10 Gross profit or (loss) from sales of inventory..
11 Other revenue: aReimbursement			14	2,238
b
c
d
e
12 Subtotal. Add columns (b), (d), and (e)..				235,476

13Total. Add line 12, columns (b), (d), and (e)...................

13235,476

(See worksheet in line 13 instructions on page 28 to verify calculations.)

Part XVI-B

Relationship of Activities to the Accomplishment of Exempt Purposes

Line No.	Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to the accomplishment of the organization’s exempt purposes (other than by providing funds for such purposes). (See page 28 of the instructions.)

Form 990-PF (2010)

Page 12

Part XVII

Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations

Did the organization directly or indirectly engage in any of the following with any other organization described in section

Yes

501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political organizations?

Transfers from the reporting foundation to a noncharitable exempt organization of:

(1) Cash....................................

1a(1)

(2) Other assets.................................

1a(2)

Other transactions:

(1) Sales of assets to a noncharitable exempt organization....................

1b(1)

(2) Purchases of assets from a noncharitable exempt organization..................

1b(2)

(3) Rental of facilities, equipment, or other assets.......................

1b(3)

(4) Reimbursement arrangements............................

1b(4)

(5) Loans or loan guarantees..............................

1b(5)

(6) Performance of services or membership or fundraising solicitations................

1b(6)

Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............

If the answer to any of the above is “Yes,” complete the following schedule. Column (b) should always show the fair market value
of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.

(a) Line No.	(b) Amount involved	(c) Name of noncharitable exempt organization	(d) Description of transfers, transactions, and sharing arrangements

Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
described in section 501(c) of the Code (other than section 501(c)(3)) or in section 527?...........YesNo

If “Yes,” complete the following schedule.

(a) Name of organization	(b) Type of organization	(c) Description of relationship

Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer or fiduciary) is based on all information of which preparer has any knowledge.

	Signature of officer or trustee	Date	Title

Preparer's Signature	Date	Check if self- employed	PTIN
Firm's name Firm's address		Firm's EIN
		Phone no.

Form 990-PF (2010)

Additional Data

Software ID:
Software Version:
Part VI Line 7 - Tax Paid Original Return:	3600

Form 990PF - Special Condition Description:

Special Condition Description

- TIN:

Schedule B
(Form 990, 990-EZ,
or 990-PF)

Department of the Treasury
Internal Revenue Service

Schedule of Contributors

Attach to Form 990, 990-EZ, or 990-PF.

OMB No. 1545-0047

2010

Name of organization

ANNE & PHILIP GLATFELTER III FAMILY FOUNDATION

Employer identification number

23-3094915

Organization type (check one):

Filers of:

Section:

Form 990 or 990-EZ

501(c)( ) (enter number) organization

4947(a)(1) nonexempt charitable trust not treated as a private foundation

527 political organization

Form 990-PF

501(c)(3) exempt private foundation

4947(a)(1) nonexempt charitable trust treated as a private foundation

501(c)(3) taxable private foundation

Check if your organization is covered by the General Rule or a Special Rule.
Note. Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions.

General Rule

For an organization filing Form 990, 990-EZ, or 990-PF that received, during the year, $5,000 or more (in money or
property) from any one contributor. Complete Parts I and II.

Special Rules

For a section 501(c)(3) organization filing Form 990 or 990-EZ, that met the 33¹/3% support test of the regulations
under sections 509(a)(1) and 170(b)(1)(A)(vi), and received from any one contributor, during the year, a contribution of the
greater of (1) $5,000 or (2) 2% of the amount on (i) Form 990, Part VIII, line 1h, or (ii) Form 990-EZ, line 1. Complete Parts I and II.

For a section 501(c)(7), (8), or (10) organization filing Form 990, or 990-EZ, that received from any one contributor,
during the year, aggregate contributions of more than $1,000 for use exclusively for religious, charitable,
scientific, literary, or educational purposes, or the prevention of cruelty to children or animals. Complete Parts I, II, and
III.

For a section 501(c)(7), (8), or (10) organization filing Form 990, or 990-EZ, that received from any one contributor,
during the year, contributions for use exclusively for religious, charitable, etc., purposes, but these contributions did
not aggregate to more than $1,000. If this box is checked, enter here the total contributions that were received during
the year for an exclusively religious, charitable, etc., purpose. Do not complete any of the parts unless the General Rule
applies to this organization because it received nonexclusively religious, charitable, etc., contributions of $5,000 or more
during the year. ......................... Arrow Bullet

Caution. An Organization that is not covered by the General Rule and/or the Special Rules does not file Schedule B (Form 990,
990-EZ, or 990-PF), but it must answer “No” on Part IV, line 2 of its Form 990, or check the box in the heading of its
Form 990-EZ, or on line 2 of its Form 990-PF, to certify that it does not meet the filing requirements of Schedule B (Form 990,
990-EZ, or 990-PF).

For Paperwork Reduction Act Notice, see the Instructions
for Form 990, 990-EZ, or 990-PF.

Cat. No. 30613XSchedule B (Form 990, 990-EZ, or 990-PF) (2010)

Name of organization ANNE & PHILIP GLATFELTER III FAMILY FOUNDATION
Schedule B (Form 990, 990-EZ, or 990-PF) (2010) Page 1 of 1 of Part I
Part I	Contributors (see Instructions)
(a) No.	(b) Name, address, and ZIP + 4	(c) Aggregate contributions	(d) Type of contribution
1	ANNE M GLATFELTER CHARITABLE LEAD TRUST C/O HERSHEY TRUST CO 1 W CHOCOLATE HERSHEY, PA 17033	$1,100,376	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Aggregate contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Aggregate contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Aggregate contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Aggregate contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Aggregate contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
Schedule B (Form 990, 990-EZ, or 990-PF) (2010)

Name of organization ANNE & PHILIP GLATFELTER III FAMILY FOUNDATION
Schedule B (Form 990, 990-EZ, or 990-PF) (2010) Page 1 of 1 of Part II
Part II	Noncash Property (see Instructions)
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
Schedule B (Form 990, 990-EZ, or 990-PF) (2010)

Schedule B (Form 990, 990-EZ, or 990-PF) (2010)

Page 1 of 1 of Part III

Name of organization
ANNE & PHILIP GLATFELTER III FAMILY FOUNDATION

Employer identification number

23-3094915

Part III

Exclusively religious, charitable, etc., individual contributions to section 501(c)(7), (8), or (10) organizations
aggregating more than $1,000 for the year. (Complete columns (a) through (e) and the following line entry.)
For organizations completing Part III, enter the total of exclusively religious, charitable, etc.,
contributions of $1,000 or less for the year. (Enter this information once. See instructions.) Arrow Bullet

(a) No.
from
Part I

(b)
Purpose of gift

(d)
Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b)
Purpose of gift

(d)
Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b)
Purpose of gift

(d)
Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b)
Purpose of gift

(d)
Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

Schedule B (Form 990, 990-EZ, or 990-PF) (2010)

Additional Data

Software ID:
Software Version:

- TIN:

Note: To capture the full content of this document, please select landscape mode (11" x 8.5") when printing.

TY 2010 GainLossSaleOtherAssetsSch

Name:

ANNE & PHILIP GLATFELTER III FAMILY FOUNDATION

EIN: 23-3094915

Name	Date Acquired	How Acquired	Date Sold	Purchaser Name	Gross Sales Price	Basis	Basis Method	Sales Expenses	Total (net)	Accumulated Depreciation
Sales of stocks and securities per Part IV		Purchased			2,492,945	2,489,130			3,815

- TIN:

TY 2010 InvestmentsCorpBondsSchedule

Name:

ANNE & PHILIP GLATFELTER III FAMILY FOUNDATION

EIN: 23-3094915

Name of Bond	End of Year Book Value	End of Year Fair Market Value
American Express Bk 5.5% 4/16/13	50,000	53,890
Bank of America Corp 4.875% 9/15/12	24,900	26,104
Berkshire Hathaway Inc 4.625% 10/15/13	44,494	48,867
DuPont E I Nemour 3.25% 1/15/15	100,125	103,788
General Electric Co 5% 2/1/13	50,856	53,449
General Electric Cap Corp 4.75% 9/15/12	50,000	51,837
General Electric Cap Corp 4.3% 10/15/15	50,000	50,042
Goldman Sachs 4.55% 5/15/16	50,000	50,425
Goldman Sachs 4.75% 7/15/13	49,313	53,264
Goldman Sachs 5.15% 1/15/14	100,000	107,706
JP Morgan Chase & Co 5.15% 10/1/15	50,000	52,881
Morgan Stanley DW 5.3% 3/1/13	100,743	106,562
Morgan Stanley 4.75% 4/1/14	49,625	51,202
Verizon Maryland Inc 6.125% 3/1/12	49,813	52,747

- TIN:

TY 2010 InvestmentsCorpStockSchedule

Name:

ANNE & PHILIP GLATFELTER III FAMILY FOUNDATION

EIN: 23-3094915

Name of Stock	End of Year Book Value	End of Year Fair Market Value
ABM Inds Inc	46,342	76,270
Abbott Labs	64,969	71,865
Adobe Systems Inc	61,736	61,560
Alberto Culver Co New	55,165	74,080
Allergan Inc	33,226	60,773
Allete Inc	5,252	6,185
American Eagle Outfitters	25,359	26,334
American States Water Co	36,764	51,705
Amgen Inc	54,010	49,410
Amsurg Corp	37,309	41,900
Apache Corp	77,200	126,622
Avnet Inc	5,107	6,837
BJ's Wholesale Club	4,335	5,940
BMC Software Inc	22,483	28,284
Badger Meter Inc	3,998	4,599
Baker Hughes Inc	48,282	61,858
Bar Harbor Bancshares	13,008	14,525
Bard C R Inc	46,925	55,062
Baxter Intl Inc	57,918	60,744
Becton Dickinson & Co	38,699	84,520
Bed Bath & Beyond Inc	22,467	34,405
Best Buy Inc	37,756	41,148
Brady Corp	35,705	37,338
Bristol Myers Squibb Co	5,778	7,150
Bryn Mawr Bk Corp	32,990	34,900
Campbell Soup Co	49,439	48,650
Caseys General Stores Inc	36,903	68,314
CenturyLink Inc	6,330	9,557
Cheesecake Factory Inc	78,120	91,980
Chevron Corp	51,534	91,250
Church & Dwight Inc	6,412	7,523
Cisco Systems Inc	56,280	40,460
Clorox Co	26,601	25,312
Coach Inc	5,481	10,343
Coca Cola Inc	35,067	52,616
ConocoPhillips	40,029	54,480
Cubic Corp	55,296	121,788
Darden Restaurants Inc	34,925	55,728
Dentsply Intl Inc New	29,582	51,255
Dominion Resources Inc	28,392	34,176
E M C Corp	28,123	53,815
EQT Corp	35,003	69,278
Emerson Electric Co	6,109	9,490
Empire District Electric	39,832	48,995
Equity Residential Properties	26,296	51,950
Exxon Mobil Corp	20,454	43,872
Family Dollar Stores Inc	62,834	109,362
Fluor Corp	46,000	66,260
Flowserve Corp	49,752	59,610
Fulton Financial Corp	35,541	26,419
Gallagher Arthur J & Co	40,148	40,916
Gardner Denver Inc	4,756	11,424
General Electric Co	48,175	29,264
Glacier Bancorp Inc	11,988	12,088
Global Payments Inc	24,257	30,037
Graco Inc	4,439	6,983
Guess Inc	33,811	47,320
Hawaiian Elec Industries	29,428	43,461
Heinz H J Co	44,760	49,460
Helmerich & Payne Inc	17,914	24,240
Hershey Co	92,340	94,300
Honeywell Intl Inc	46,976	64,164
Horace Mann Educators Corp	27,862	32,292
Hormel Foods Corp	6,711	9,586
Intel Corp	88,302	84,120
International Business Machines Co	38,599	73,380
International Flavors & Fragrances	28,519	55,590
Johnson & Johnson	67,695	74,220
Johnson Controls Inc	4,666	7,143
Kaydon Corp	4,186	4,642
Kellogg Co	47,267	55,320
Kimberly Clark Corp	37,718	45,641
Kraft Foods Inc	29,605	36,079
Laboratory Corp American Holdings	40,559	52,752
Landauer Inc	81,855	95,952
Lockheed Martin Inc	70,039	69,910
Lowes Co Inc	61,500	60,192
Mastercard Inc	54,884	56,028
McCormick & Co Inc	52,859	77,519
McGraw Hill Cos	34,336	39,432
Merck & Co Inc	16,361	18,020
Microsoft Corp	30,765	33,492
Microchip Technology Inc	43,125	41,291
Monsanto Co	67,463	48,748
Murphy Oil Corp	6,094	7,753
NextEra Energy Inc	59,998	62,388
Nokia Oyl - Spons ADR	44,496	25,800
Nordson Corp	7,382	15,252
Norfolk Southern Corp	21,339	50,256
Occidental Petroleum Corp	6,012	8,142
Omnicom Group Inc	38,197	43,281
Oracle Corp	58,650	86,044
Otter Tail Corp	12,960	13,524
Owens & Minor Inc	22,017	35,493
Park Electrochemical Corp	33,806	37,470
Patterson Companies Inc	64,676	67,386
Paychex Inc	5,423	6,398
Pepsico Inc	49,549	59,058
Pfizer Inc	51,932	54,281
Pharmaceutical Product Dev	20,351	27,140
Piedmont Natural Gas Inc	33,977	47,532
Pricesmart Inc	3,368	7,872
Procter & Gamble Co	42,700	45,031
Qualcomm Inc	60,131	74,235
Quality Systems Inc	6,820	8,658
Raymond James Financial Inc	18,565	26,160
SWS Group Inc	20,574	9,090
Schein Henry Inc	36,285	69,002
Sensient Technologies Corp	5,094	7,603
Smucker J M Co	29,790	43,460
Snyders-Lance	22,222	23,440
Southern Copper Corp	43,969	73,110
Standex Intl Corp	64,840	74,775
Starbucks Corp	19,250	48,195
Steris Corp	70,615	91,150
Syntel Corp	5,349	6,931
Sysco Corp	48,715	47,040
Techne Corp	5,184	5,451
Tidewater Inc	34,892	60,785
Tiffany & Co	35,016	80,951
Tim Hortons Inc	4,484	6,844
United Natural Foods Inc	54,041	79,449
United Parcel Service Inc	54,205	55,306
V F Corp	51,834	60,326
Verizon Communications Inc	15,940	17,890
Visa Inc	48,877	70,380
WalMart Stores Inc	28,948	32,358
Wolverine World Wide Inc	9,663	12,752
World Fuel Servs Corp	30,390	80,564
Xilinx Inc	12,072	14,490
Zimmer Holdings Inc	33,971	26,840
Bunge Limited	53,699	65,520
Alcon Inc	6,653	8,497

- TIN:

TY 2010 InvestmentsGovtObligationsSch

Name:

ANNE & PHILIP GLATFELTER III FAMILY FOUNDATION

EIN: 23-3094915

US Government Securities - End of Year Book Value:

99,657

US Government Securities - End of Year Fair Market Value:

100,556

State & Local Government Securities - End of Year Book Value:

State & Local Government Securities - End of Year Fair Market Value:

- TIN:

TY 2010 InvestmentsOtherSchedule2

Name:

ANNE & PHILIP GLATFELTER III FAMILY FOUNDATION

EIN: 23-3094915

Category/ Item	Book Value	End of Year Fair Market Value
Chase Growth Fund	527,712	594,419
EuroPacific Growth Fund	593,991	584,788
GMO Foreign Fund IV	413,735	352,205
Ishs MSCI Emerging Mkts Index	193,643	231,064
Powershares QQQ Trust	85,969	108,920
SPDR S&P 500 ETF	112,648	125,750
Select Sector SPDR	86,949	122,850
Touchstone Intermediate Fixed Income	747,320	759,164
Vanguard Short Term Inv Grade	700,390	700,423

- TIN:

TY 2010 OtherExpensesSchedule

Name:

ANNE & PHILIP GLATFELTER III FAMILY FOUNDATION

EIN: 23-3094915

Description	Revenue and Expenses per Books	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
PA Registration fee	15	15
Insurance	1,394	1,394

- TIN:

TY 2010 OtherIncomeSchedule2

Name:

ANNE & PHILIP GLATFELTER III FAMILY FOUNDATION

EIN: 23-3094915

Description	Revenue And Expenses Per Books	Net Investment Income	Adjusted Net Income
Reimbursement	2,238	2,238

- TIN:

TY 2010 OtherProfessionalFeesSchedule

Name:

ANNE & PHILIP GLATFELTER III FAMILY FOUNDATION

EIN: 23-3094915

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
Hershey Trust Co Investment Mgmt	30,035	30,035

- TIN:

TY 2010 TaxesSchedule

Name:

ANNE & PHILIP GLATFELTER III FAMILY FOUNDATION

EIN: 23-3094915

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
2009 990PF Excise Tx	1,199	1,199
2010 Estimated Tax	3,600	3,600