HERSHEY FOODS CORP
8-K, 1997-08-14
SUGAR & CONFECTIONERY PRODUCTS
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                    SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C.  20549

                                ----------

                                 FORM 8-K


                              CURRENT REPORT


                  Pursuant to Section 13 or 15(d) of the
                      Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):     August 13, 1997
                                                  ----------------------


                           HERSHEY FOODS CORPORATION
- --------------------------------------------------------------------------------
          (Exact name of registrant as specified in its charter)


     Delaware                        1-183             23-0691590
- --------------------------------------------------------------------------------
(State or other jurisdiction       (Commission     (I.R.S. Employer
  of incorporation)                 File Number)    Identification No.)


     100 Crystal A Drive, Hershey, Pennsylvania                17033
- --------------------------------------------------------------------------------
(Address of principal executive offices)                     (Zip Code)


Registrant's telephone number, including area code:   (717) 534-6799
                                                     ------------------

















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<PAGE>




                   INFORMATION TO BE INCLUDED IN REPORT



Item 5.   Other Events
         -------------

     On August 13, 1997, Hershey Foods Corporation (the  "Corporation")  filed a
Form S-3  Registration  Statement with the  Securities  and Exchange  Commission
("SEC")  registering  $500,000,000 of debt securities.  The Corporation also has
available for issuance  $150,000,000 of debt securities registered under a prior
registration statement filed with the SEC in 1993.

                                 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.

Dated:  August 13, 1997


                              HERSHEY FOODS CORPORATION



                              By  /s/ William F. Christ
                                --------------------------------
                                 William F. Christ
                                 Senior Vice President, Chief
                                 Financial Officer and Treasurer















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