UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549
                                  FORM 10-Q


(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended                 June 30, 1996          

                                      OR

( ) TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from                     to                  

Commission file number                      1-183                      


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

         Delaware                                       23-0691590       
(State or other jurisdiction of                 (I.R.S. Employer
 incorporation or organization)                  Identification Number)

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

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

                                                                       
(Former name, former address and former fiscal year, if changed since
last report)

    Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

                                YES    X          NO        

    Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

Common Stock, $1 par value - 61,619,824 shares, as of July 29, 1996. 
Class B Common Stock, $1 par value - 15,241,454 shares, as of July 29,
1996.

    Exhibit Index - Page 14 


 Page 2                          
                         HERSHEY FOODS CORPORATION
                      CONSOLIDATED STATEMENTS OF INCOME
              (in thousands of dollars except per share amounts)

                                              For the Three Months Ended
                                               June 30,         July 2,
                                                 1996            1995
                                                                      

Net Sales                                     $796,343       $722,269  
                                                                     

Costs and Expenses:

  Cost of sales                                469,798        423,763  
  Selling, marketing and administrative        247,395        235,717  
                                                                     

    Total costs and expenses                   717,193        659,480  
                                                                     

Income before Interest and Income Taxes         79,150         62,789  

  Interest expense, net                         10,958          7,849  
                                                                     

Income before Income Taxes                      68,192         54,940  

  Provision for income taxes                    27,345         21,617  
                                                                     

Net Income                                    $ 40,847       $ 33,323  
                                                                     

Net Income per Share                          $    .53       $    .38  
                                                                     


Cash Dividends Paid per Share of Common Stock $  .3600       $  .3250  
                                                                     

Cash Dividends Paid per Share of Class B
  Common Stock                                $  .3250       $  .2950  
                                                                     











The accompanying notes are an integral part of these statements.


 Page 3                          
                        HERSHEY FOODS CORPORATION
                      CONSOLIDATED STATEMENTS OF INCOME
              (in thousands of dollars except per share amounts)

                                              For the Six Months Ended
                                               June 30,      July 2,
                                                 1996         1995
                                                                     

Net Sales                                     $1,727,857   $1,589,715     
                                                                     

Costs and Expenses:

  Cost of sales                                1,019,546      927,124     
  Selling, marketing and administrative          517,747      489,265     
                                                                     

     Total costs and expenses                  1,537,293    1,416,389     
                                                                     

Income before Interest and Income Taxes          190,564      173,326     

  Interest expense, net                           23,182       16,993     
                                                                     

Income before Income Taxes                       167,382      156,333     

  Provision for income taxes                      67,120       62,377     
                                                                     

Net Income                                    $  100,262   $   93,956     
                                                                     

Net Income per Share                          $     1.30   $     1.08     
                                                                     


Cash Dividends Paid per Share of Common Stock $    .7200   $    .6500     
                                                                     

Cash Dividends Paid per Share of Class B
  Common Stock                                $    .6500   $    .5900     
                                                                     











The accompanying notes are an integral part of these statements.


 Page 4                          
                        HERSHEY FOODS CORPORATION
                    CONSOLIDATED CONDENSED BALANCE SHEETS
                     JUNE 30, 1996 AND DECEMBER 31, 1995
                                                         
                          (in thousands of dollars)

ASSETS                                           1996           1995   

  Current Assets:
   Cash and cash equivalents                 $   48,228     $   32,346
   Accounts receivable - trade                  183,410        326,024
   Inventories                                  543,202        397,570
   Deferred income taxes                         83,421         84,785
   Prepaid expenses and other                    28,601         81,598
                                                                    
       Total current assets                     886,862        922,323
                                                                      
  Property, Plant and Equipment, at cost      2,246,919      2,190,386
  Less - accumulated depreciation and
    amortization                               (804,791)      (754,377)
                                                                   
       Net property, plant and equipment      1,442,128      1,436,009
                                                                      
  Intangibles Resulting from Business
    Acquisitions                                424,443        428,714
  Other Assets                                   40,183         43,577
                                                                      
       Total assets                          $2,793,616     $2,830,623
                                                                      

LIABILITIES & STOCKHOLDERS' EQUITY

  Current Liabilities:
    Accounts payable                         $  109,951     $  127,067
    Accrued liabilities                         262,271        308,123
    Accrued income taxes                           -            15,514
    Short-term debt                             428,391        413,268
    Current portion of long-term debt             1,737            383
                                                                    
       Total current liabilities                802,350        864,355

  Long-term Debt                                354,173        357,034

  Other Long-term Liabilities                   337,070        333,814

  Deferred Income Taxes                         199,758        192,461
                                                                      
       Total liabilities                      1,693,351      1,747,664
                                                                      
  Stockholders' Equity:
    Preferred Stock, shares issued:
      none in 1996 and 1995                        -              -    
    Common Stock, shares issued:
      74,733,982 in 1996 and 1995                74,734         74,734
    Class B Common Stock, shares issued:
      15,241,454 in 1996 and 1995                15,241         15,241
    Additional paid-in capital                   43,320         47,732
    Cumulative foreign currency translation
      adjustments                               (27,260)       (29,240)
    Unearned ESOP compensation                  (33,531)       (35,128)
    Retained earnings                         1,740,401      1,694,696
    Treasury-Common Stock shares at cost:
     13,051,778 in 1996 and 12,709,553
     in 1995                                   (712,640)      (685,076)
                                                                      
       Total stockholders' equity             1,100,265      1,082,959
                                                                      

       Total liabilities and stockholders'
         equity                              $2,793,616     $2,830,623
                                                                      

The accompanying notes are an integral part of these balance sheets.


 Page 5                           
                        HERSHEY FOODS CORPORATION
                CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                           (in thousands of dollars)


                                                   For the Six Months Ended 
                                                    June 30,     July 2,  
                                                      1996        1995    

Cash Flows Provided from Operating Activities       $129,520    $112,701      
                                                                         

Cash Flows Provided from (Used by) Investing Activities

 Capital additions                                   (70,240)    (66,569)
 Proceeds from divestiture                            27,472         -     
 Other, net                                            5,744      (3,423)
                                                                         

Net Cash Flows Used by Investing Activities          (37,024)    (69,992)     
                                                                         

Cash Flows Provided from (Used by) Financing Activities

 Net increase in short-term debt                      15,123      40,948       
 Long-term borrowings                                    -           410      
 Repayment of long-term debt                          (1,426)     (5,839)     
 Cash dividends paid                                 (54,557)    (55,453)
 Exercise of stock options                            10,767       7,320 
 Incentive plan transactions                         (21,688)    (12,026)
 Repurchase of Common Stock                          (24,833)    (12,893)     
                                                                         

Net Cash Flows (Used by) Financing Activities        (76,614)    (37,533)     
                                                                         


Increase in Cash and Cash Equivalents                 15,882       5,176 
Cash and Cash Equivalents, beginning of period        32,346      26,738      
                                                                         

Cash and Cash Equivalents, end of period            $ 48,228    $ 31,914      
                                                                         





Interest Paid                                       $ 25,033    $ 16,954      
                                                                         

Income Taxes Paid                                   $ 71,035    $ 63,040      
                                                                         

       


The accompanying notes are an integral part of these statements.


 Page 6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   The accompanying unaudited consolidated condensed financial
     statements include the accounts of the Corporation and its
     subsidiaries after elimination of intercompany accounts and
     transactions.  These statements reflect all adjustments which are,
     in the opinion of management, necessary for a fair presentation of
     the information contained herein.  All such adjustments were of a
     normal and recurring nature.  Certain reclassifications have been
     made to prior year amounts to conform to the 1996 presentations.

2.   Interest expense, net consisted of the following:

                                          For the Six Months Ended
                                      June 30, 1996        July 2, 1995
                                                                       
                                         (in thousands of dollars)

     Interest expense                    $26,807            $19,318      
     Interest income                      (2,155)            (1,572)     
     Capitalized interest                 (1,470)              (753)     
                                                                    
        Interest expense, net            $23,182            $16,993      
                                                                    

3.   Income per share has been computed based on the weighted average
     number of shares of the Common Stock and the Class B Common Stock
     outstanding during the period.  Average shares outstanding during the
     second quarter and six months ended June 30, 1996 were 77,144,016 and
     77,228,795, respectively, and were 86,637,997 and 86,683,439 for the
     respective periods in 1995.  There were no shares of Preferred Stock
     outstanding during the periods presented.

     A total of 4,266,005 shares of Common Stock have been repurchased
     under share repurchase programs which began in 1993.  Of the total
     shares repurchased, 264,000 shares were retired and the remainder
     were held as Treasury Stock as of June 30, 1996.  In addition, in
     August 1995, the Corporation purchased 9,049,773 shares of its Common
     Stock from Hershey Trust Company, as Trustee for the benefit of
     Milton Hershey School.  A total of 13,051,778 shares were held as
     Treasury Stock as of June 30, 1996.

4.   The majority of inventories are valued under the last-in, first-out
     (LIFO) method.  The remaining inventories are stated at the lower of
     first-in, first-out (FIFO) cost or market.  Inventories were as
     follows:
                                        June 30, 1996    December 31, 1995
                                                                        
                                           (in thousands of dollars)

     Raw materials                        $249,837           $189,371
     Goods in process                       38,563             28,201
     Finished goods                        329,388            249,106 
                                                                     
        Inventories at FIFO                617,788            466,678
     Adjustment to LIFO                    (74,586)           (69,108)
                                                                     
        Total inventories                 $543,202           $397,570 
                                                                     

 Page 7 

 5.  In the fourth quarter of 1994, the Corporation recorded a pre-tax
     restructuring charge of $106.1 million following a comprehensive
     review of domestic and international operations designed to enhance
     performance of operating assets by lowering operating and
     administrative costs, eliminating underperforming assets and
     streamlining the overall decision-making process.  The restructuring
     program was essentially complete as of June 30, 1996.

 6.  In June 1995, the Corporation completed the sale of the outstanding
     shares of Overspecht B.V. (OZF Jamin) to a management buyout group
     at OZF Jamin, as part of the restructuring program announced by the
     Corporation in late 1994.  The Corporation purchased the outstanding
     shares of OZF Jamin in October 1993 for approximately $20.2 million.

 7.  In January 1996, the Corporation completed the sale of the assets of
     Hershey Canada, Inc.'s PLANTERS nut (Planters) and LIFE SAVERS and
     BREATH SAVERS hard candy, and BEECH-NUT cough drop (Life Savers)
     businesses to Johnvince Foods Group and Beta Brands Inc.,
     respectively.  Both transactions were part of the Corporation's
     restructuring program.

 8.  In December 1995, the Corporation completed the acquisition of the
     outstanding shares of the confectionery company Henry Heide,
     Incorporated (Henry Heide), for approximately $12.5 million.  Henry
     Heide's manufacturing facility is located in New Brunswick, N.J.,
     where it manufactures a variety of non-chocolate confectionery
     products including JUJYFRUITS candies and WUNDERBEANS jellybeans.

     The acquisition has been accounted for as a purchase and,
     accordingly, results subsequent to the date of acquisition are
     included in the consolidated financial statements.  Had the results
     of the Henry Heide acquisition been included in consolidated results
     for the full corresponding six-month period of 1995, the effect would
     not have been material.

 9.  In October 1995, the Corporation issued $200 million of 6.7% Notes
     due 2005 (Notes) under Form S-3 Registration Statements which were
     declared effective in June 1990 and November 1993.  The proceeds from
     issuance of the Notes were used to reduce short-term borrowings. 

10.  The carrying amounts of financial instruments including cash and cash
     equivalents, accounts receivable, accounts payable and short-term
     debt approximated fair value as of June 30, 1996 and December 31,
     1995, because of the relatively short maturity of these instruments. 
     The carrying value of long-term debt, including the current portion,
     also approximated fair value as of June 30, 1996 and December 31,
     1995, based upon quoted market prices, as of those dates, for the
     same or similar debt issues.

     As of June 30, 1996, the Corporation had foreign exchange forward
     contracts maturing in 1996 and 1997 to purchase $23.1 million in
     foreign currency, primarily British sterling, German marks, and Irish
     punt, and to sell $18.6 million in foreign currency, primarily
     Canadian dollars and Japanese yen, at contracted forward rates.

     As of December 31, 1995, the Corporation had foreign exchange forward
     contracts maturing in 1996 and 1997 to purchase $54.7 million in
     foreign currency, primarily Canadian dollars, British sterling and
     Swiss francs, and to sell $26.4 million in foreign currency,
     

 Page 8     
     primarily Italian lira, Canadian dollars and Japanese yen, at
     contracted forward rates.  Additionally, as of December 31, 1995, the
     Corporation had purchased foreign exchange options of $11.5 million
     and written foreign exchange options of $8.9 million, principally
     related to British sterling.  Such options expired or were settled
     in the first quarter of 1996.

     The fair value of foreign exchange forward contracts is estimated by
     obtaining  quotes for future contracts with similar terms, adjusted
     where necessary for maturity differences, and the fair value of
     foreign exchange options is estimated using active market quotations. 
     As of June 30, 1996 and December 31, 1995, the fair value of foreign
     exchange forward and options contracts approximated carrying value. 
     The Corporation does not hold or issue financial instruments for
     trading purposes.

     In order to minimize its financing costs and to manage interest rate
     exposure, the Corporation entered into interest rate swap agreements
     in the fourth quarter of 1995 to effectively convert a portion of its
     floating rate debt to fixed rate debt.  As of June 30, 1996, the
     Corporation had agreements outstanding with an aggregate notional
     amount of $200.0 million with maturities through 1997.  As of June
     30, 1996, interest rates payable were at a weighted average fixed
     rate of 5.6% and interest rates receivable were floating based on 30-
     day commercial paper composite rates.  Any interest rate differential
     on interest rate swaps is recognized as an adjustment to interest
     expense during the period.  The Corporation's risk related to swap
     agreements is limited to the cost of replacing such agreements at
     current market rates.

11.  Reference is made to the Registrant's 1995 Annual Report on Form 10-K
     for more detailed financial statements and footnotes.

 Page 9                   
               Management's Discussion and Analysis

Results of Operations - Second Quarter 1996 vs. Second Quarter 1995

Consolidated net sales for the second quarter rose from $722.3
million in 1995 to $796.3 million in 1996, an increase of 10% from
the prior year.  The higher sales primarily reflected incremental
sales from new confectionery and grocery products, confectionery
selling price increases in the United States and incremental sales
from the acquisition of Henry Heide.  These increases were offset
somewhat by reduced sales volume for existing domestic
confectionery and pasta brands and lower sales resulting from the
divestitures of OZF Jamin in April 1995 and the Planters and Life
Savers businesses in January 1996.

The consolidated gross margin decreased from 41.3% in 1995 to 41.0%
in 1996.  The decrease was primarily the result of higher costs for
certain major raw materials, particularly milk and cocoa beans, and
increased manufacturing costs primarily attributable to production
start-up and manufacturing of new products.  These cost increases
were partially offset by confectionery price increases.  Selling,
marketing and administrative expenses increased by 5%, due to
increased advertising and promotion expenses principally associated
with the introduction of new products.

Net interest expense in the second quarter of 1996 was $3.1 million
above the comparable period of 1995 primarily as a result of higher
fixed interest expense related to the issuance in October 1995 of
$200 million of 6.7% Notes due 2005 (Notes).  The proceeds from the
issuance of the Notes were used to reduce short-term borrowings
required to fund capital additions, payment of cash dividends,
share repurchases and working capital requirements. 

The second quarter effective income tax rate increased from 39.3%
in 1995 to 40.1% in 1996.  The lower rate in 1995 was due primarily
to the impact of changes in Pennsylvania state tax regulations
which included a June 1995 reduction in the state income tax rate
which was retroactive to January 1, 1995.

Results of Operations - First Six Months 1996 vs. First Six Months
1995

Consolidated net sales for the first six months of 1996 increased
by $138.1 million or 9% as a result of incremental sales from new
confectionery and grocery products, confectionery selling price
increases in the  United States and incremental sales from the
acquisition of Henry Heide.  The increases were offset somewhat as
a result of the divestitures of OZF Jamin in the second quarter of
1995 and the Planters and Life Savers businesses in January 1996.

The consolidated gross margin decreased from 41.7% in 1995 to 41.0%
in 1996.  The decrease was primarily the result of higher costs for
certain major raw materials, primarily cocoa beans, milk and durum
semolina, and increased manufacturing costs attributable to
production start-up and manufacturing of new products, along with
adverse weather conditions in the first quarter.  These cost
increases were partially offset by confectionery price increases
and the favorable impact of the OZF Jamin divestiture.  Selling,
marketing and administrative expenses increased by 6%, primarily
due to increased advertising and promotion expenses principally


 Page 10

associated with the introduction of new products.

Net interest expense was $6.2 million above prior year, primarily
reflecting higher fixed interest expense resulting from the
issuance of $200 million of Notes in October 1995.

The effective income tax rate increased from 39.9% in 1995 to 40.1%
in 1996.  The higher rate in 1996 was due primarily to changes in
the mix of the Corporation's income among various tax
jurisdictions.

Financial Condition

Historically, the Corporation's major source of financing has been
cash generated from operations.  Domestic seasonal working capital
needs, which typically peak during the summer, generally have been
met by issuing commercial paper.  During the first six months of
1996, the Corporation's cash and cash equivalents increased by
$15.9 million.  Cash provided from operations, the divestiture of
the Planters and Life Savers businesses and short-term borrowings
was sufficient to finance capital additions of $70.2 million, pay
cash dividends of $54.6 million and fund share repurchases of $24.8
million.  The increase in cash provided from operations primarily
reflected favorable changes in accrued liabilities and
restructuring reserve balances and higher income compared to 1995,
partially offset by reduced cash resulting from increases in
accounts receivable balances versus the prior year.

The ratio of current assets to current liabilities was 1.1:1 as of
June 30, 1996 and December 31, 1995.  The Corporation's
capitalization ratio (total short-term and long-term debt as a
percent of stockholders' equity, short-term and long-term debt) was
42% as of June 30, 1996 and December 31, 1995.

In December 1995, the Corporation entered into committed credit
facility agreements with a syndicate of banks under which it could
borrow up to $600 million as of June 30, 1996, with options to
increase borrowings by $1.0 billion with the concurrence of the
banks.  Of the total committed credit facility, $200 million is for
a renewable 364-day term and $400 million is effective for a five-
year term.  The credit facilities may be used to fund general
corporate requirements, to support commercial paper borrowings and,
in certain instances, to finance future business acquisitions.  In
addition, as of June 30, 1996 and July 2, 1995, the Corporation had
lines of credit with domestic and international commercial banks in
the amount of approximately $100 million and $470 million,
respectively, which could be borrowed directly or used to support
the issuance of commercial paper.

In October 1995, the Corporation issued $200 million of Notes under
Form S-3 Registration Statements which were declared effective in
June 1990 and November 1993.  As of June 30, 1996, $300 million of
debt securities remained available for issuance under the November
1993 Registration Statement.  Proceeds from any offering of the
$300 million of debt securities available under the shelf
registration may be used for general corporate requirements,
including reducing existing commercial paper borrowings, financing
capital additions, and funding future business acquisitions and
working capital requirements.


 Page 11

In the fourth quarter of 1995, the Corporation entered into
interest rate swap agreements to effectively convert a portion of
its floating rate debt to fixed rate debt.  As of June 30, 1996,
the Corporation had agreements outstanding with an aggregate
notional amount of $200.0 million, with maturities through 1997. 
Any interest rate differential on interest rate swaps is recognized
as an adjustment to interest expense during the period.

As of June 30, 1996, the Corporation's principal capital
commitments included manufacturing capacity expansion and
modernization.  The Corporation anticipates that capital
expenditures will be in the range of $150 million to $225 million
per annum during the next several years as a result of capacity
expansion to support new products and line extensions and continued
modernization of existing facilities.

Subsequent Event

On August 6, 1996, the Corporation's Board of Directors declared a
two-for-one split of the Corporation's Common Stock and Class B
Common Stock to stockholders of record August 23, 1996.  The split
will be effected as a stock dividend by distributing one additional
share for each share currently held.  The additional stock
certificates will be mailed on September 13, 1996.

 Page 12

Part II

Items 1 through 4 have been omitted as not applicable.

Item 5 - Other Information

On August 6, 1996, the Corporation's Board of Directors declared a
two-for-one split of the Corporation's Common Stock and Class B
Common Stock to stockholders of record August 23, 1996.  The split
will be effected as a stock dividend by distributing one additional
share for each share currently held.  The additional stock
certificates will be mailed on September 13, 1996.

Item 6 - Exhibits and Reports on Form 8-K

a)   Exhibits

     The following items are attached and incorporated herein by
     reference:

     Exhibit 12 - Statement showing computation of ratio of
     earnings to fixed charges for the six months ended June 30,
     1996 and July 2, 1995.

     Exhibit 27 - Financial Data Schedule for the period ended June
     30, 1996 (required for electronic filing only).

     Exhibit 99 - Press release announcing that the Corporation's
     Board of Directors declared a two-for-one stock split to
     stockholders of record August 23, 1996.

b)   Reports on Form 8-K

     No reports on Form 8-K were filed during the three-month
     period ended June 30, 1996.


 Page 13                               

                           SIGNATURES

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.






                                           HERSHEY FOODS CORPORATION    
                                                  (Registrant)




Date   August 8, 1996                   /s/  William F. Christ          
                         
                                             William F. Christ  
                                             Senior Vice President and
                                             Chief Financial Officer





Date   August 8, 1996                   /s/  David W. Tacka            
                         
                                             David W. Tacka
                                             Corporate Controller and
                                             Chief Accounting Officer


 Page 14                                 

                           EXHIBIT INDEX




                                                              


Exhibit 12 -  Computation of Ratio of Earnings to Fixed
              Charges                                      

Exhibit 27 -  Financial Data Schedule for the period
              ended June 30, 1996 (required for electronic
              filing only)

Exhibit 99 -  Press release announcing that the
              Corporation's Board of Directors declared a
              two-for-one stock split to stockholders of
              record August 23, 1996.



                                                                   
                                                                   EXHIBIT 12

                            HERSHEY FOODS CORPORATION
                COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                   (in thousands of dollars except for ratios)
                                   (Unaudited)


                                                    For the Six Months Ended
                                                                            
                                                     June 30,     July 2,
                                                       1996        1995    
Earnings:

  Income before income taxes                         $167,382    $156,333     

  Add (deduct):

    Interest on indebtedness                           25,337      18,565     
    Portion of rents representative of the
      interest factor(a)                                4,161       4,100     
    Amortization of debt expense                          116          27     
    Amortization of capitalized interest                1,664       1,578
                                                                               

     Earnings as adjusted                            $198,660    $180,603      
                                                                               

Fixed Charges:

    Interest on indebtedness                          $25,337    $ 18,565     
    Portion of rents representative of the
      interest factor(a)                                4,161       4,100      
    Amortization of debt expense                          116          27     
    Capitalized interest                                1,470         753      
                                                                               

     Total fixed charges                              $31,084    $ 23,445     
                                                                               
                                                       
Ratio of earnings to fixed charges                       6.39        7.70     
                                                                               


NOTE:

 (a)  Portion of rents representative of the interest factor consists of one-
      third of rental expense for operating leases.

 

5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM HERSHEY FOODS CORPORATION'S CONSOLIDATED CONDENSED BALANCE SHEET AS OF JUNE 30, 1996 AND CONSOLIDATED STATEMENT OF INCOME FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1000 6-MOS DEC-31-1996 JUN-30-1996 48,228 0 183,410 0 543,202 886,862 2,246,919 804,791 2,793,616 802,350 354,173 0 0 89,975 1,010,290 2,793,616 1,727,857 1,727,857 1,019,546 1,537,293 0 0 23,182 167,382 67,120 100,262 0 0 0 100,262 1.30 0 BALANCE IS NET OF RESERVES FOR DOUBTFUL ACCOUNTS AND CASH DISCOUNTS.

                                                                 
                                                                 EXHIBIT 99


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





                Hershey Declares 2-for-1 Stock Split
                           Dividends Increased
                                    
                                    
                                    
HERSHEY, Pa. --- The Board of Directors of Hershey Foods
Corporation today declared a two-for-one split of the
Corporation s Common Stock and Class B Common Stock to
stockholders of record August 23, 1996.  The split will be
effected by distributing one additional share for each share
currently held.  The additional stock certificates will be mailed
on September 13, 1996.

The Board of Directors also increased the quarterly dividend on
the Common Stock on a pre-split basis, from $.36 to $.40 per
share or 11.1 percent.  In addition, the Board increased the
quarterly dividend on the Class B Common Stock on a pre-split
basis, from $.325 to $.36 per share or 10.8 percent. 
The dividends are payable September 13, 1996, to stockholders of
record August 23, 1996.

                                 - MORE -


This is the 267th consecutive regular dividend and 22nd
consecutive annual increase on the Common Stock and the 48th
consecutive regular dividend and 12th consecutive annual increase
on the Class B Common Stock.

Stockholders are advised that the two-for-one split will increase
their number of shares in the Corporation, but will not change
their proportionate stockholder's interest.  The old certificates
now in stockholders' possession are valid and should not be
destroyed nor should they be returned to the Corporation.  They
continue to represent the number of shares shown on their face.

"This two-for-one stock split and increase in dividends reflects
our confidence in the future profitable growth of the
Corporation," said Kenneth L. Wolfe, Chairman and Chief Executive
Officer.  "The stock split will place Hershey s stock in a more
popular price range and should enhance trading liquidity in our
stock.  The dividend increase reflects an understanding of our
stockholders' need for an adequate return on their investment, as
well as the cash requirements of our businesses." 

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