UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Hershey Foods Corporation
(Name of Issuer)
Class B Common Stock, one dollar ($1.00) par value
(Title of Class of Securities)
427866 30 6
(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 30 6 13G Page 2 of 5 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Milton Hershey School and School Trust (Hershey Trust
Company, Trustee in Trust for Milton Hershey School)
FIN 23-1353340
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
5 SOLE VOTING POWER
NUMBER OF None
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY None
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON None
WITH
8 SHARED DISPOSITIVE POWER
30,306,006
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
30,306,006
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
9
99.5%
12 TYPE OF REPORTING PERSON*
OO
*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, Trustee in Trust for Milton
Hershey School
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 Charitable Trust
Item 2(d) Title of Class Securities:
Class B Common Stock, one dollar ($1.00) par value
Item 2(e) CUSIP Number:
427866 30 6
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, 1997:
(a) Amount Beneficially Owned: 30,306,006
shares
(b) Percent of Class: 99.5% (30,465,908
outstanding)
(c) Number of shares as to which such person
has:
(i) sole power to vote or to direct the
vote: none
(ii) shared power to vote or to direct the
vote: none
(iii) sole power to dispose or to direct the
disposition of :
none
Page 4 of 5 Pages
(iv) shared power to dispose or to direct
the disposition of :
30,306,006
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
Not applicable.
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 9, 1998 HERSHEY TRUST COMPANY,
TRUSTEE IN TRUST FOR
MILTON HERSHEY SCHOOL
By /s/ Robert C. Vowler
Robert C. Vowler,
President
Hershey Trust Company,
Trustee
