UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
[X] 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)
Viviano Joseph P
100 Crystal A Drive
Hershey, Pennsylvania l7033
2. Issuer Name and Ticker or Trading Symbol
Hershey Foods Corporation (HSY)
3. I.R.S. Identification Number of Reporting Person, if an entity (Voluntary)
4. Statement for Month/Year
05/00
5. If Amendment, Date of Original (Month/Year)
6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
[X] Director [ ] 10% Owner
[X] Officer (give title below) [ ] Other (specify below)
Vice Chairman
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
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<S> <C> <C> <C> <C><C> <C> <C><C>
Common Stock 55,498.0000 D Direct
Common Stock 04/30/00 R 73.9894 A (1) 401.5700 I 401(k) Plan
Common Stock 23,430.0000 I by Spouse
Common Stock 04/30/00 A 24.0509 A (2) I by Trusts
Common Stock 05/15/00 S 3,000.0000 D $51.14380 13,576.8048 I by Trusts (3)
<CAPTION>
Table II (PART 1) Derivative Securities 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
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<S> <C> <C> <C> <C> <C> <C> <C>
<CAPTION>
Table II (PART 2) Derivative Securities 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
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<S> <C> <C> <C> <C> <C> <C> <C>
<FN>
Explanation of Responses:
(1)
These shares were acquired from January 1, 2000 through April 30, 2000 pursuant
to the Hershey Foods Corporation Employee Savings, Stock Investment and
Ownership Plan (ESSIOP). These shares were purchased at various intervals
throughout the period. The exact price of each share at date of acquisition is
not readily determinable.
(2)
These shares were acquired from January 1, 2000 through April 30, 2000 pursuant
to a Hershey Foods Dividend Reinvestment Plan. These shares were purchased at
various intervals throughout the period. The exact price of each share at date
of acquisition is not readily determinable.
(3)
Shares held in trusts are for the benefit of the reporting person's adult
children and three grandchildren. The reporting person's wife is trustee for
each of the said trusts. 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.
</FN>
</TABLE>
SIGNATURE OF REPORTING PERSON
/S/ Viviano, Joseph P
DATE 06/08/00
