UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue.
1. Name and Address of Reporting Person(s)
Carr Jay F.
Corporate Headquarters
100 Crystal A Drive
Hershey, PA 17033
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
January 1998
5. If Amendment, Date of Original (Month/Year)
6. Relationship of Reporting Person(s) to Issuer (Check all applicable) [ ]
Director [ ] 10% Owner [X] Officer (give title below) [ ] Other (specify
below) President, Hershey Pasta and Grocery Group
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 V Amount D Price End of Month I
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C><C> <C> <C><C>
Common Stock 12/31/97 A V 135.4908 A $0.0000 (1) 5,953.9755 I 401(k) Plan
(1)
Common Stock 12/31/97 A V 3.6810 A $0.0000 (2) 249.0620 I by Son
(2)
<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 V A D Exercisable Expiration
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Deferred Performance Share 01/30/98 J 3,002.0000
Unit(3)
Non-Qualified Stock Option $61.5000 01/19/98 A 7,200.0000 01/19/08
(right to buy)(4)
<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 Month
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Deferred Performance Share 01/30/98 Common Stock 3,002.0000 $64.8293 20,682.0000 D
Unit(3)
Non-Qualified Stock Option 01/19/98 Common Stock 7,200.0000 $61.5000 7,200.0000 D
(right to buy)(4)
<FN>
Explanation of Responses:
(1)
These shares were acquired from May 2, 1997 to December 31, 1997 pursuant to the
Hershey Foods Corporation Employee Savings, Stock Investment and Ownership Plan
(ESSIOP). These shares were purchased at various intervals throughout the year
and the closing price on December 31, 1997 was $61.9375. The exact price of each
share at date of acquisition is not readily determinable.
(2)
These shares were acquired from January 1, 1997 through December 31, 1997
pursuant to a Hershey Foods Dividend Reinvestment plan. Shares were purchased
quarterly at prices ranging from $50.00 to $63.313.
(3)
Settlement on 3,002 Deferred Performance Share Units ("DPSUs") deferred on 2/91
pursuant to the Hershey Foods Corporation (HFC) Employee Incentive Plan under
old Rule 16b-3. DPSUs have a stock withholding feature which permits the
withholding of stock at settlement to satisfy income tax withholding
obligations. Settlement included conversions of DPSUs into cash (2065 shares)
and withholding of 937 DPSUs to satisfy tax withholding obligations. (4) These
options were granted under the Hershey Foods Corporation 1987 Key Employee
Incentive Plan, and they have a stock withholding feature which permits the
withholding of shares of stock at the time of exercise to satisfy the grantee's
income tax withholding rights. </FN> </TABLE> SIGNATURE OF REPORTING PERSON /S/
