UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 18)*
Hershey Foods Corporation
(Name of Issuer)
Common Stock, one dollar ($1.00) par value
(Title of Class of Securities)
427866 10 8
(CUSIP Number)
Check the following box if a fee is being paid with this statement
/ /. (A fee is not required only if the filing person:(1) has a
previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1; and
(2) has filed no amendment subsequent thereto reporting beneficial
ownership of five percent or less of such class.) (See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior
cover page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SEC 1745 (2-95) Page 1 of 5 pages
CUSIP No. 427866 10 8 13G Page 2 of 5 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hershey Trust Company
FIN 23-0692150
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
NUMBER OF 5 SOLE VOTING POWER
SHARES 24,587,025 Common Stock plus
BENEFICIALLY 30,306,006 shares of Class B Common
OWNED BY Stock ($1.00 par value) convertible share
EACH for share into Common Stock for a total of
REPORTING 54,893,031
PERSON
WITH 6 SHARED VOTING POWER
None
7 SOLE DISPOSITIVE POWER
829,585
8 SHARED DISPOSITIVE POWER
23,757,440 Common Stock plus
30,306,006 shares of Class B Common
Stock ($1.00 par value) convertible share
for share into Common Stock for a total
of 54,063,446
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
24,587,025 Common Stock plus 30,306,006 shares Class B
Common Stock ($1.00 par value) convertible share for share
into Common Stock for a total of 54,893,031
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
16.7% (24,587,025 of 147,486,454 outstanding)
30.8% (54,893,031 of 177,965,362 outstanding pursuant to Rule
13d-3(d)(1))
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 3 of 5 Pages
Item 1(a) Name of Issuer:
Hershey Foods Corporation
Item 1(b) Address of Issuer's Principal Executive Offices:
P.O. Box 810, Hershey, Pennsylvania 17033
Item 2(a) Name of Person Filing:
Hershey Trust Company
Item 2(b) Address of Principal Business Office, or, if none,
Residence:
100 Mansion Road East, P.O. Box 445, Hershey,
Pennsylvania 17033
Item 2(c) Citizenship:
Pennsylvania Trust Company
Item 2(d) Title of Class Securities:
Common Stock, one dollar ($1.00) par value
Item 2(e) CUSIP Number:
427866 10 8
Item 3.
Not applicable. The original statement was filed pursuant to
Rule 13d-1(c).
Item 4. Ownership:
The following information is provided as of December 31,
1996:
(a) Amount Beneficially Owned: 24,587,025 plus
30,306,006 shares of Class B common Stock ($1.00
par value) convertible share for share into Common
Stock for a total of 54,893,031
(b) Percent of Class: 16.7% (24,587,025 of 147,486,454
outstanding); 30.8% (54,893,031 of 177,965,362
outstanding pursuant to Rule 13d-3(d)(1))
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
24,587,025 plus 30,306,006 shares of Class B
Common Stock ($1.00 par value) convertible
share for share into Common stock for a total of
54,893,031
(ii) shared power to vote or to direct the vote: none
Page 4 of 5 Pages
(iii) sole power to dispose or to direct the disposition
of: 829,585
(iv) shared power to dispose or to direct the disposition
of:
23,757,440 plus 30,306,006 shares of Class B
Common Stock ($1.00 par value) convertible share for
share into Common Stock for a total of 54,063,446
Item 5. Ownership of Five Percent or Less of a Class
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person
Of the 54,893,031 shares (24,587,025 common shares and
30,306,006 Class B shares) listed in response to Item 4(a),
Hershey Trust Company holds 54,583,031 shares
(24,277,025 common shares and 30,306,006
Class B shares) in its capacity as institutional fiduciary for 59
estates and trusts, including 54,063,446 shares (23,757,440
common shares and 30,306,006 Class B shares) held as
trustee for Milton Hershey School. All outstanding shares of
Hershey Trust Company are owned by Hershey
Trust Company, Trustee in Trust for Milton Hershey School.
Nine of the ten members of the Board of Directors of
Hershey Trust Company are presently the nine members of
the Board of Managers of Milton Hershey School, which is
the governing body of Milton Hershey School.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company
Not Applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
Not applicable.
Page 5 of 5 Pages
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Date: February 6, 1997 HERSHEY TRUST COMPANY
By /s/ Robert C. Vowler
Robert C. Vowler, President
