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)
   Guiton Hill         Bonnie
   888 Vineyard Hills Drive
   Newcastle, CA  95658
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 12/31/97 R 12.3002 A $0.0000 (1) 1,032.2603 D Common Stock 150.0000 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 (3) J 285.5620 (2) 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 285.5620 (4) 1,331.5620 D (2) (3) Explanation of Responses: (1) These shares were acquired from January 1, 1997 through December 31, 1997 pursuant to a Hershey Foods Dividend Reinvestment plan. Shares were purchased quarterly at prices ranging from $50.00 to $63.313. (2) These units were acquired as dividends reinvested on units previously deferred under the Director's Compensation Plan and new deferrals of 1997 director's fees under the Plan; 16.761 units were reinvested dividends and 268.801 units were deferral of 1997 director's fees. (3) Reinvested dividends were acquired on 3/14/97, 6/13/97, 9/15/97 and 12/15/97; 1997 deferred director's fees were credited on 5/1/97 and 12/15/97. (4) Units were acquired at various times throughout the year as noted in Footnote 3. These prices range from $50.00 to $63.313.
SIGNATURE OF REPORTING PERSON /S/ Guiton Hill Bonnie DATE 02/03/98