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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):   February 6, 1996 


                           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     















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                      INFORMATION TO BE INCLUDED IN REPORT


Item 5.                          Other Events

   On February 6, 1996, Hershey Foods Corporation (the "Corporation")
announced that its Board of Directors approved a share repurchase program
to repurchase up to $200 million of the Corporation's Common Stock.  It is
expected that the acquisition of the shares will occur through open market
purchases and/or through privately negotiated transactions.  The shares
acquired pursuant to the repurchase program will be held as Treasury
shares.  A copy of the press release dated February 6, 1996 announcing the
repurchase program 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:  February 9, 1996


                                       HERSHEY FOODS CORPORATION



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














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                               Exhibit Index

Exhibit No.                     Description                  


 
99                   Press Release dated February 6, 1996           

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                                                                 Exhibit 99







FOR IMMEDIATE RELEASE                   CONTACT:
February 6, 1996                        Natalie D. Bailey
                                        717-534-7631
                                        FINANCIAL CONTACT:
                                        James A. Edris
                                        717-534-7556


The following information was released to the news media today


HERSHEY, Pa. --- The Board of Directors of Hershey Foods
Corporation today declared a regular quarterly dividend of $.36
on the Common Stock, and $.325 on the Class B Common Stock.  The
dividends are payable March 15, 1996, to stockholders of record
February 23, 1996.  It is the 265th consecutive regular dividend
on the Common Stock and the 46th consecutive regular dividend on
the Class B Common Stock.

The Board of Directors today also approved an authorization to
acquire, from time to time in the open market or through
privately negotiated transactions, up to $200 million of its
Common Stock.  This authorization, which follows a $200 million
program authorized in mid-1993, will be funded by the strong cash
flow of the Corporation.  The shares of the Common Stock acquired
by the Corporation will be held as Treasury shares.