UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 3 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
1. Name and Address of Reporting Person
Kwiat Kenneth
Corporate Headquarters
100 Crystal A Drive
Hershey, PA 17033
2. Date of Event Requiring Statement (Month/Day/Year)
01/01/98
3. IRS or Social Security Number of Reporting Person (Voluntary)
###-##-####
4. Issuer Name and Ticker or Trading Symbol
Hershey Foods Corporation (HSY)
5. Relationship of Reporting Person to Issuer (Check all applicable) [ ]
Director [ ] 10% Owner [X] Officer (give title below) [ ] Other (specify
below) Vice President, Manufacturing
6. If Amendment, Date of Original (Month/Day/Year)
01/08/98
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 Beneficially Owned
- -----------------------------------------------------------------------------------------------------
1)Title of Security 2)Amount of 3) 4)Nature of
Securities D Indirect
Beneficially or Beneficial
Owned I Ownership
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock 210.0000 I by Trust (1)
Common Stock 4,458.0000 D
Common Stock 5,568.1736 I 401(k) Plan
<CAPTION>
Table II Derivative Securitites Beneficially Owned
- ------------------------------------------------------------------------------------------------------------------------------------
1)Title of Derivative Security 2)Date Exercisable 3)Title and Amount of 4)Conver- 5)Ownership 6)Nature of
and Expiration Date Securities Underlying sion or Form of Indirect
(Month/Day/Year) Derivative Security exercise Derivative Beneficial
price of Security Ownership
Date Expira- Amount or Deri- Direct(D)
Exer- tion Number of vative or
cisable Date Title Shares Security Indirect(I)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Non-Qualified Stock Option 01/08/00 Common Stock 2,000.0000 $17.6875 D
(right to buy) (2)
Non-Qualified Stock Option 01/07/01 Common Stock 3,000.0000 $18.1250 D
(right to buy) (2)
Non-Qualified Stock Option 01/05/02 Common Stock 6,700.0000 $22.3750 D
(right to buy) (2)
Non-Qualified Stock Option 01/03/03 Common Stock 5,900.0000 $23.5000 D
(right to buy) (2)
Non-Qualified Stock Option 01/03/04 Common Stock 6,500.0000 $24.5000 D
(right to buy) (2)
Non-Qualified Stock Option 01/03/05 Common Stock 7,000.0000 $24.1875 D
(right to buy) (2)
Non-Qualified Stock Option 01/02/06 Common Stock 8,200.0000 $33.0625 D
(right to buy) (2)
Non-Qualified Stock Option 01/07/07 Common Stock 6,150.0000 $44.5000 D
(right to buy)
Deferred Performance Share Unit Common Stock 11,739.0000$0.0000 D
<FN>
Explanation of Responses:
(1)
These shares are held in a trust for the benefit of the reporting person's adult
child. The reporting person's wife is trustee for said trust. The filing of this
form does not constitute an admission that the reporting person is, for purposes
of Section 16 of the Securities Exchange Act of 1934, or otherwise, the
beneficial owner of any equity securities covered by the statement.
(2)
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/ Kwiat Kenneth
DATE 02/09/98
