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)
   Evarts,             C. McCollister
   195 Shady Lane                          
   Hummelstown, PA  71036 
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, 1998
5. If Amendment, Date of Original (Month/Year)
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
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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     Amount        D  Price        End of Year    I                   
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                         
Common Stock                                                                                     670.0000       D  


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(1)                   12/15/98 (2)   J         869.8240                                                    


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(1)   12/15/98  Common Stock                   869.8240      (3)         1,293.0700    D   
                               (2)                                                                                                  


Explanation of Responses:

(1)
These units were acquired as dividends reinvested on units previously deferred
under the Director's Compensation Plan and new deferrals of 1998 director's fees
under the Plan; 8.961 units were reinvested dividends and 860.863 units were
deferral of 1998 director's fees.
(2)
Reinvested dividends were acquired on 3/13/98, 6/15/98, 9/15/98 and 12/15/98;
1998 deferred director's fees were credited on 5/1/98 and 12/15/98.
(3)
Units were acquired at various times throughout the year as noted in Footnote 2.
These prices range from $63.0625 to $70.9375.    




SIGNATURE OF REPORTING PERSON
/S/ Evarts,   C. McCollister      
DATE 02/12/1999