UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 5
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

[ ] Check box if no longer subject to Section 16.
    Form 4 or Form 5 obligations may continue.

[ ] Form 3 Holdings Reported

[ ] Form 4 Transactions Reported

1. Name and Address of Reporting Person(s)
   Alexander           William H.
   16 Wagner Street
   Hummelstown, PA  17036
2. Issuer Name and Ticker or Trading Symbol
   Hershey Foods Corporation (HSY)
3. IRS or Social Security Number of Reporting Person (Voluntary)
   ###-##-####
4. Statement for Month/Year December 31, 1997
5. If Amendment, Date of Original (Month/Year)
    February 1998
6. Relationship of Reporting Person(s) to Issuer (Check all applicable) [X]
   Director [ ] 10% Owner [ ] Officer (give title below) [ ] Other (specify
   below)


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 I Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned - ------------------------------------------------------------------------------------------------------------------------------------ 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 Amount D Price End of Year I - ------------------------------------------------------------------------------------------------------------------------------------ Common Stock 1,400.0000 D Common Stock 36.0000 I by Spouse Common Stock 1,200.0000 I by Trust Table II (PART 1) Derivative Securitites Acquired, Disposed of, or Beneficially Owned (Columns 1 through 6) - ------------------------------------------------------------------------------------------------------------------------------------ 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 A D Exercisable Expiration - ------------------------------------------------------------------------------------------------------------------------------------ Common Stock Equivalents 12/15/97 (2) J 1,136.2070 (1) Table II (PART 2) Derivative Securitites Acquired, Disposed of, or Beneficially Owned (Columns 1,3 and 7 through 11) - ------------------------------------------------------------------------------------------------------------------------------------ 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 Year - ------------------------------------------------------------------------------------------------------------------------------------ Common Stock Equivalents 12/15/97 Common Stock 1,136.2070 (3) 1,568.2070 D (1) (2) Explanation of Responses: (1) These units were acquired as dividends reinvested on units previously deferred under the Director's Compensation Plan, new deferrals of 1997 director's fees under the Plan, and a transfer of director's fees previously deferred under a prior deferral Plan; 15.032 units were reinvested dividends, 530.5020 units were deferral of 1997 director's fees and 590.6730 units were transfer of previous deferrals under prior plans. (2) Reinvested dividends were acquired on the following dates: 3/14/97, 6/13/97, 9/15/97, 12/15/97; 1997 deferred director's fees were credited on 5/1/97 and 12/15/97; and a transfer of previously deferred amounts occurred on 3/1/97. (3) Units were acquired at various times throughout the year as noted in Footnote 2. These prices range from $50.00 to $63.313.
SIGNATURE OF REPORTING PERSON /S/ Alexander William H. DATE 01/30/98