HERSHEY FOODS CORP
8-K, 1999-04-23
SUGAR & CONFECTIONERY PRODUCTS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    FORM 8-K


                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):        April 15, 1999   


                           HERSHEY FOODS CORPORATION                      
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


     Delaware                        1-183             23-0691590         
- --------------------------------------------------------------------------------
(State or other jurisdiction       (Commission     (I.R.S. Employer
  of incorporation)                 File Number)    Identification No.)


     100 Crystal A Drive, Hershey, Pennsylvania                17033      
- --------------------------------------------------------------------------------
(Address of principal executive offices)                     (Zip Code)


Registrant's telephone number, including area code:   (717) 534-6799      
                                                   -----------------------------


























                                Page 1 of 3 Pages
                             Exhibit Index - Page 3


<PAGE>




                      INFORMATION TO BE INCLUDED IN REPORT



Item 5.  Other Events
         ------------

 On April 15, 1999,  the  Corporation  announced that its earnings for the first
quarter ending April 4, 1999 may be below market expectations by $.03 per share.
A copy of the press release dated April 15, 1999  announcing  the  Corporation's
expectations   regarding  first  quarter  earnings  is  incorporated  herein  by
reference and a copy is filed herewith as Exhibit 99.



                                    SIGNATURE



         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Dated:  April 23, 1999
        --------------


                            HERSHEY FOODS CORPORATION



                                 By /s/ William F. Christ                      
                                    ----------------------------
                                    William F. Christ
                                    Senior Vice President, Treasurer and
                                    Chief Financial Officer


























                                Page 2 of 3 Pages
                             Exhibit Index - Page 3

<PAGE>

                                  Exhibit Index



Exhibit No.        Description                                      
- -----------        -----------                                      


   99              Press Release dated April 15, 1999                        
                                





















































                                Page 3 of 3 Pages
                             Exhibit Index - Page 3



                                                                      Exhibit 99

[LOGO OF HERSHEY FOODS APPEARS HERE]            Hershey Foods NEWS
    Corporate Communications: Hershey Foods Corporation
                              100  Crystal A Drive
                              Hershey,  PA   17033     
                              E-mail:[email protected] - http://www.hersheys.com

- --------------------------------------------------------------------------------




FOR IMMEDIATE RELEASE                           CONTACT:
April 15, 1999                                  John C. Long/Natalie D. Bailey
                                                717-534-7631

                                                FINANCIAL CONTACT:
                                                James A. Edris
                                                717-534-7556


                  Hershey Foods First Quarter Pre-Announcement

Hershey,  Pa. - Hershey Foods Corporation  announced today that its earnings for
the first  quarter  ending April 4, 1999,  excluding the gain on the sale of its
pasta  business,  may be below market  expectations  by  approximately  $.03 per
share. The corporation cited softness in its domestic confectionery sales as the
primary reason for the shortfall.

"While we expected  lower sales and earnings as a result of the  divestiture  of
our pasta  business,  as well as  difficult  sales  volume  comparisons  for our
domestic confectionery business compared to a very strong first quarter in 1998,
the earlier Easter and lower sales of our high profit  standard bars  compounded
the situation,"  said Kenneth L. Wolfe,  Chairman and Chief  Executive  Officer.
"Hershey's  retail  sales growth  continued  to outpace the category  during the
first  quarter,  but our factory  shipments  during the period did not keep pace
because of timing of product  shipments to retailers.  The lower sales impact in
the first  quarter of 1999 was offset  somewhat  by cost  reductions,  including
further  changes in our retiree  medical  programs.  During the remainder of the
year,  we expect  confectionery  sales  increases  more in line with our  retail
movement and continued  cost  improvements  to result in another record year for
Hershey Foods."


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