UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 5
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
[ ] Check box if no longer subject to Section 16.
Form 4 or Form 5 obligations may continue.
[ ] Form 3 Holdings Reported
[ ] Form 4 Transactions Reported
1. Name and Address of Reporting Person(s)
Alexander William H.
16 Wagner Street
Hummelstown, PA 17036
2. Issuer Name and Ticker or Trading Symbol
Hershey Foods Corporation (HSY)
3. IRS or Social Security Number of Reporting Person (Voluntary)
###-##-####
4. Statement for Month/Year December 31, 1997
5. If Amendment, Date of Original (Month/Year)
February 1998
6. Relationship of Reporting Person(s) to Issuer (Check all applicable) [X]
Director [ ] 10% Owner [ ] Officer (give title below) [ ] Other (specify
below)
7. Individual or Joint/Group Filing (Check Applicable Line) [X] Form filed by
One Reporting Person [ ] Form filed by More than One Reporting Person
<TABLE>
<CAPTION>
Table I Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1)Title of Security 2)Trans- 3.Trans- 4.Securities Acquired(A) 5)Amount of 6) 7)Nature of
action action or Disposed of (D) Securities Indirect
Date Code A Beneficially D Beneficial
(Month/ or Owned at or Ownership
Day/Year) Code Amount D Price End of Year I
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<S> <C> <C> <C> <C><C> <C> <C><C>
Common Stock 1,400.0000 D
Common Stock 36.0000 I by Spouse
Common Stock 1,200.0000 I by Trust
<CAPTION>
Table II (PART 1) Derivative Securitites Acquired, Disposed of, or Beneficially Owned (Columns 1 through 6)
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1)Title of Derivative 2)Conversion 3)Trans- 4)Trans- 5)Number of Derivative 6)Date Exercisable and
Security or Exercise action action Securities Acquired (A) Expiration Date
Price of Date Code or Disposed of (D)
Derivative
Security Code A D Exercisable Expiration
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<S> <C> <C> <C> <C> <C> <C> <C>
Common Stock Equivalents 12/15/97 (2) J 1,136.2070
(1)
<CAPTION>
Table II (PART 2) Derivative Securitites Acquired, Disposed of, or Beneficially Owned (Columns 1,3 and 7 through 11)
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1)Title of Derivative 3)Trans- 7)Title and Amount 8)Price 9)Number of 10) 11)Nature of
Security action of Underlying of Deri- Derivative Indirect
Date Securities vative Securities D Beneficial
Amount or Security Beneficially or Ownership
Number of Owned at I
- Title Shares End of Year
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<S> <C> <C> <C> <C> <C> <C> <C>
Common Stock Equivalents 12/15/97 Common Stock 1,136.2070 (3) 1,568.2070 D
(1) (2)
<FN>
Explanation of Responses:
(1)
These units were acquired as dividends reinvested on units previously deferred
under the Director's Compensation Plan, new deferrals of 1997 director's fees
under the Plan, and a transfer of director's fees previously deferred under a
prior deferral Plan; 15.032 units were reinvested dividends, 530.5020 units were
deferral of 1997 director's fees and 590.6730 units were transfer of previous
deferrals under prior plans. (2) Reinvested dividends were acquired on the
following dates: 3/14/97, 6/13/97, 9/15/97, 12/15/97; 1997 deferred director's
fees were credited on 5/1/97 and 12/15/97; and a transfer of previously deferred
amounts occurred on 3/1/97. (3) Units were acquired at various times throughout
the year as noted in Footnote 2. These prices range from $50.00 to $63.313.
</FN>
</TABLE>
SIGNATURE OF REPORTING PERSON
/S/ Alexander William H.
DATE 01/30/98
