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):     August 4, 1995 


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


     Delaware                        I-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


   Exhibit Index - Page 3









 Page 2
                   INFORMATION TO BE INCLUDED IN REPORT


Item 5.                      Other Events

   On August 4, 1995, Hershey Foods Corporation (the
"Corporation") announced that it had purchased 9,049,773 shares
of its Common Stock from Hershey Trust Company, as Trustee under
the deed of trust with Milton S. Hershey and Catherine S. Hershey
for benefit of Milton Hershey School.  The Corporation paid
$55.25 per share, or approximately $500 million for the shares. 
A copy of the press release dated August 4, 1995 announcing the
transaction 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:  August 11, 1995




                                  HERSHEY FOODS CORPORATION



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












 Page 3

                         Exhibit Index



Exhibit No.         Description    


   99               Press Release dated August 4, 1995         

                                                                     EXHIBIT 99







FOR IMMEDIATE RELEASE                                       CONTACT:
August 4, 1995                                              Natalie D. Bailey
                                                            717-534-7631
                                                            FINANCIAL CONTACT:
                                                            James A. Edris
                                                            717-534-7556


                   Hershey Foods Purchases Common Stock


HERSHEY, Pa. --- Hershey Foods Corporation announced that it has
purchased today 9,049,773 shares of its Common Stock from Hershey
Trust Company, as Trustee under the deed of trust with Milton S.
Hershey and Catherine S. Hershey for benefit of Milton Hershey
School.  The Corporation paid $55.25 per share, or approximately
$500 million for the shares. 

     Hershey Trust Company, as Trustee for Milton Hershey School,
has advised Hershey Foods Corporation that it sold the shares to
further diversify its investment holdings.  It also stated that
it intends to retain its voting control of the Corporation, which
it has held since 1918, and that it has no present intention of
selling any additional shares of the Corporation's stock.  The
Hershey Trust, as Trustee, which had 77.1 percent of the voting
power of both classes of common stock prior to the transaction,
has 76.1 percent following the transaction.  It continues to hold
99.4 percent of all Class B Common Stock shares outstanding,
which carry 10 votes per share.

     Milton Hershey School, located in Hershey, Pa., is a
private, non-profit boarding school for needy children.  The
School currently cares for over 1,000 boys and girls in grades
kindergarten through twelve.  The full cost of education and
board for the students at the School is paid from income of the
Trust created by Mr. and Mrs. Hershey. 

     "This transaction represents an excellent opportunity to
invest our free cash flow," said Kenneth L. Wolfe, Chairman and
Chief Executive Officer.  "It will be additive to earnings per
share, increase our return on equity and have a relatively low
impact on our future free cash flows.  In addition, our financial
flexibility to invest in our businesses and in continued future
additional open market stock repurchase programs, as well as
increase dividends, remains strong."

     Hershey Foods Corporation is a leading producer of a broad
line of chocolate, confectionery, pasta, chocolate grocery and
other food products.