UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue.
1. Name and Address of Reporting Person(s)
Viviano Joseph P
Corporate Headquarters
100 Crystal A Drive
Hershey, PA 17033
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
February 1998
5. If Amendment, Date of Original (Month/Year)
6. Relationship of Reporting Person(s) to Issuer (Check all applicable) [X]
Director [ ] 10% Owner [X] Officer (give title below) [ ] Other (specify
below) President and Chief Operating Officer
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
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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 V Amount D Price End of Month I
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Common Stock 02/17/98 J V 2,000.0000 A $64.5625 62,816.0000 D
(1)
Common Stock 184.8260 I 401(k) Plan
Common Stock 23,430.0000 I by Spouse
Common Stock 8,972.7036 I by Trusts (2)
Table II (PART 1) Derivative Securitites Acquired, Disposed of, or Beneficially Owned (Columns 1 through 6)
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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 V A D Exercisable Expiration
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Non-Qualified Stock Option $63.6875 02/03/98 A V 8,000.0000 02/03/08
(right to buy)(3)
Table II (PART 2) Derivative Securitites Acquired, Disposed of, or Beneficially Owned (Columns 1,3 and 7 through 11)
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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 Month
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Non-Qualified Stock Option 02/03/98 Common Stock 8,000.0000 8,000.0000 D
(right to buy)(3)
Explanation of Responses:
(1)
Settlement of Performance Share Units (PSUs) granted on January 3, 1995 pursuant
to Hershey Foods Corporation Key Employee Incentive Plan. Settlement involved
the award of 2,000 shares of Common Stock and the deferral of other PSU amounts
into a non-stock deferral account after certain mandatory tax withholdings.
(2)
These shares are held in trusts for the benefit of the reporting person's adult
children and two grandchildren. The reporting person's wife is trustee for each
of the said trusts. The filing of this form does not constitute an admission
that the reporting person is, for purposes of Section 16 of the Securities
Exchange Act of 1934 or otherwise, the beneficial owner of any equity
securities covered by the statement.
(3)
These options were granted under the Hershey Foods Corporation 1987 Key Employee
Incentive Plan, and they have a stock withholding feature which permits the
withholding of shares of stock at the time of exercise to satisfy the grantee's
income tax withholding rights.
- Beneficial holdings reflected on this report do not include changes in the
reporting person's holdings of securities resulting from participation in the
issuer's qualified employee stock plan since the last filing of a report
disclosing transactions related to such participation.
SIGNATURE OF REPORTING PERSON
/S/ Viviano Joseph P
DATE 03/09/98
