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):  January 28, 1997
                                                            ----------------


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












Page 1 of 3 Pages
Exhibit Index - Page 3









                      INFORMATION TO BE INCLUDED IN REPORT


Item 5.           Other Events

         On January 28, 1997 Hershey Foods  Corporation  announced its financial
results for the year ending December 31, 1996. The press release  announcing the
financial results is incorporated by reference and is attached hereto 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:  March 4, 1997


                                            HERSHEY FOODS CORPORATION



                                       By---------------------------------
                                             Robert M. Reese
                                             Vice President, General Counsel
                                             and Secretary












Page 2 of 3 Pages
Exhibit Index - Page 3






                                  Exhibit Index
                                  -------------



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



 99                    Press Release dated January 28, 1997
                       announcing the Corporation's financial
                       results for 1996.

















































Page 3 of 3
Exhibit Index - Page 3





                                                     EXHIBIT 99
Hershey Foods NEWS
Corporate Communications
Hershey Foods Corporation
100 Crystal A Drive
Hershey, PA   17033



FOR IMMEDIATE RELEASE                                 CONTACT:
January 28, 1997                                      Natalie D. Bailey
                                                      717-534-7631
                                                      E-Mail:  pr@hersheys.com

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


                             HERSHEY FOODS ANNOUNCES
                             FOURTH QUARTER RESULTS

                            RECORD SALES AND EARNINGS
                                 FROM OPERATIONS



HERSHEY,  PA --- Hershey Foods Corporation  today announced record  consolidated
net sales and earnings from operations for the fourth quarter ended December 31,
1996.

Record net sales were $1,189,115,000 compared with $1,119,851,000 for the fourth
quarter of 1995. Net income was  $78,654,000,  or $.51 per share on a post-split
basis,  including a before- and after-tax  loss on disposal of certain  European
businesses of  $35,352,000,  or $.23 per share.  Excluding the loss on disposal,
net income for the  quarter  was  $114,006,000,  or $.74 per share,  compared to
$105,836,000, or $.68 per share, in 1995. Weighted average shares outstanding on
a post-split basis for the fourth quarter of 1996 were 153,368,000 compared with
154,669,000 for the fourth quarter of 1995.

Record net sales for the year were  $3,989,308,000  compared with $3,690,667,000
in  1995.   Net  income  for  the  year  including  the  loss  on  disposal  was
$273,186,000, or $1.77 per share.






                                      - 2 -

Excluding the impact of the loss on disposal,  net income was  $308,538,000,  or
$2.00 per  share,  compared  with  $281,919,000,  or $1.70 per  share,  in 1995.
Weighted average shares outstanding on a post-split basis for the full year 1996
were 153,995,000 compared with 165,687,000 for the full year 1995.

"We had a good  finish to 1996,"  said  Kenneth  L.  Wolfe,  Chairman  and Chief
Executive  Officer.  "In the fourth  quarter,  Hershey  Chocolate  North America
achieved  solid  volume  growth on the  strength of our  successful  new product
introductions and fine seasonal performance. Hershey Chocolate North America was
the principal  contributor to growth in earnings from operations in the quarter,
although  Hershey  Pasta  and  Hershey  International  also  recorded  excellent
earnings  increases  versus  last year.  Lower net  interest  expense  and fewer
average shares  outstanding  also  contributed to per share net income growth in
the quarter.

"Sales growth for the year was  attributable  primarily to volume growth related
to new  products  such as  Hershey's  Sweet  Escapes  reduced  fat  and  calorie
chocolate bar, Hershey's TasteTations hard candies,  Hershey's Pot of Gold boxed
chocolates  and  Hershey's  Cookies 'n Creme  candy bars,  as well as  excellent
seasonal  business,  the price increase,  and the acquisition of the Henry Heide
Inc. In addition,  Hershey Grocery and Hershey  International posted solid sales
gains  for the year.  These  gains  were  offset  somewhat  by the  disposal  of
businesses in Canada and Europe, and lower sales for Hershey Pasta Group.

"Hershey Chocolate North America was the principal  contributor to income growth
for the year with  important  contributions  also made by  Hershey  Grocery  and
Hershey  International.  Net interest expense increased for the year as a result
of the  increased  level of  borrowings.  The  lower  number of  average  shares
outstanding for the year contributed to net earnings per share growth.






                                      - 3 -

"We had an  excellent  year in  1996,  and our  business  enters  1997 on  solid
footing.  Newly acquired Leaf North America will require  considerable  time and
effort to integrate with our North  American  confectionery  business.  While we
initially  will  have  modest  earnings  dilution,   we  are  confident  we  can
significantly improve the operating performance of this business.  Meanwhile, we
will continue to introduce  exciting new products while  continuing to invest in
our core  businesses.  There  is a lot to be  accomplished  in 1997,  but we are
confident that Hershey's team is up to the task," Wolfe concluded.


                                      # # #




- 4 - Hershey Foods Corporation Summary of Consolidated Statements of Income for the periods ended December 31, 1996 and December 31, 1995 (in thousands of dollars except per share amounts) Fourth Quarter Twelve Months -------------- ------------- 1996 1995 1996 1995 ---- ---- ---- ---- Net Sales $1,189,115 $1,119,851 $3,989,308 $3,690,667 ---------- ---------- ---------- ---------- Costs and Expenses: Cost of Sales 668,569 626,707 2,302,089 2,126,274 Selling, Marketing and Administrative 318,814 305,909 1,124,087 1,053,758 ----------- ----------- ---------- ---------- Total Costs and Expenses 987,383 932,616 3,426,176 3,180,032 ----------- ----------- ---------- ---------- Loss on the Disposal of Businesses 35,352 -- 35,352 -- Restructuring Credit -- (3,277) -- (151) ----------- ---------- ---------- --------- Income Before Interest and Income Taxes 166,380 190,512 527,780 510,786 Interest Expense, net 11,404 14,416 48,043 44,833 ------------ ----------- ----------- ---------- Income Before Income Taxes 154,976 176,096 479,737 465,953 Provision for Income Taxes 76,322 70,260 206,551 184,034 ------------ ----------- ----------- ---------- Net Income $ 78,654 $ 105,836 $ 273,186 $ 281,919 --------- ---------- ---------- ---------- Net Income Per Share $ .51 $ .68 $ 1.77 $ 1.70 ========== ========== ========== ==========
NOTE: Income Per Share has been computed based on the weighted average number of shares of Common Stock and Class B Common Stock outstanding during the period. Average shares outstanding for the fourth quarter and twelve months of 1996 were 153,368,000 and 153,995,000, respectively, and 154,669,000 and 165,687,000, respectively, for the comparable periods in 1995. All share and per share amounts have been restated for the Corporation's two-for-one stock split effective September 13, 1996.
Consolidated Balance Sheets as of December 31, 1996 and December 31, 1995 (in thousands of dollars) Liabilities and Assets 1996 1995 Stockholders' Equity 1996 1995 - ------ ---- ---- -------------------- ---- ---- Current Assets $ 986,229 $ 922,323 Current Liabilities $ 817,274 $ 864,355 Property and Equipment, Net 1,601,895 1,436,009 Long-Term Debt 655,289 357,034 Intangibles Resulting from Other Long-Term Business Acquisitions 565,962 428,714 Liabilities 327,209 333,814 Other Assets 30,710 43,577 Deferred Income Taxes 224,003 192,461 Stockholders' Equity 1,161,021 1,082,959 ---------- ---------- -------- -------- $3,184,796 $2,830,623 $3,184,796 $2,830,623 ========== ========== ========== ==========