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):        JULY 8, 1998
                                                         ------------


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


     DELAWARE                        1-183             23-0691590
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(State or other jurisdiction       (Commission        (I.R.S. Employer
  of incorporation)                 File Number)       Identification No.)


     100 CRYSTAL A DRIVE, HERSHEY, PENNSYLVANIA                17033
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(Address of principal executive offices)                     (Zip Code)


Registrant's telephone number, including area code:   (717) 534-6799
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                                Page 1 of 3 Pages
                             Exhibit Index - Page 3








                      INFORMATION TO BE INCLUDED IN REPORT



Item 5.     OTHER EVENTS

 On July 8, 1998 the Corporation announced that its earnings for the second
quarter ending July 5, 1998 may be below market expectations by $.05 to $.07 per
share. A copy of the press release dated July 8, 1998 announcing the
Corporation's expectations regarding second quarter earnings is incorporated
herein by reference and a copy is filed herewith 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:  July 10, 1998
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                                    HERSHEY FOODS CORPORATION



                                    By   /S/ WILLIAM F. CHRIST
                                         ---------------------
                                        William F. Christ
                                        Senior Vice President, Treasurer and
                                        Chief Financial Officer






                                Page 2 of 3 Pages
                             Exhibit Index - Page 3








                                  EXHIBIT INDEX


EXHIBIT NO.                   DESCRIPTION
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   99              Press Release dated  July 8, 1998









































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                             Exhibit Index - Page 3



                                                                   EXHIBIT 99

                             HERSHEY FOODS CORPORATION
    

         Corporate Communications 
         Hershey Foods Corporation 
         100 Crystal A Drive
         Hershey, PA 17033 
         E-Mail: pr@hersheys.com
         http://www.hersheys.com


FOR IMMEDIATE RELEASE                                     CONTACT:
July 8, 1998                                              John C. Long
                                                          717-534-7631

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



                          HERSHEY FOODS SECOND QUARTER
                        RESULTS MAY NOT MEET EXPECTATIONS

HERSHEY, PA. --- Hershey Foods Corporation announced today that its earnings for
the second quarter ending July 5, 1998, may be below market expectations by $.05
to $.07 per share. The corporation cited continued softness in its Asian and
Russian markets, coupled with expenses related to a realignment of its
international operations. Additionally, sales for its GODZILLA promotion were
lower than last year's highly successful LOST WORLD effort.

"While we are a bit disappointed with the development of our second quarter
business, we need to remember that it is our smallest quarter of the year and we
are going against a very strong comparison, up 27% for 1997 versus 1996," said
Kenneth L. Wolfe, Chairman and Chief Executive Officer. "Although the effects of
GODZILLA and the international realignment are behind us, it is difficult to
predict the rate of recovery in the Asian market. Retail takeaway in the U.S.
confectionery market continues to grow at a good rate. We expect that the second
half of the year will develop at a reasonable pace with continuing strong cash
flows and that 1998 will be another record year for Hershey Foods."