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)
Viviano Joseph P
100 Crystal A Drive
Hershey, Pennsylvania l7033
2. Issuer Name and Ticker or Trading Symbol
Hershey Foods Corporation (HSY)
3. I.R.S. Identification Number of Reporting Person, if an entity (Voluntary)
4. Statement for Month/Year
12/98
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 Amount D Price End of Year I
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Common Stock 12/01/98 G 250.0000 D 61,616.0000 D Direct
Common Stock 12/31/98 A 67.9340 A (1) 252.7600 I 401(k) Plan
Common Stock 23,430.0000 I by Spouse
Common Stock 12/31/98 G 250.0000 A I by Trusts (2)
Common Stock 12/31/98 A 137.7077 A (3) 10,310.4113 I by Trusts
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 A D Exercisable Expiration
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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 Year
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Explanation of Responses:
(1)
These shares were acquired from January 1, 1998 through December 31, 1998
pursuant to the Hershey Foods Corporation Employee Savings, Stock Investment and
Ownership Plan (ESSIOP). These shares were purchased at various intervals
throughout the year and the closing price on December 31, 1998 was $62.1875. The
exact price of each share at date of acquisition is not readily determinable.
(2)
Shares held in trusts are for the benefit of the reporting person's adult
children and 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 shares were acquired from January 1, 1998 through December 31, 1998
pursuant to a Hershey Foods Dividend Reinvestment Plan. These shares were
purchased at various intervals throughout the year and the closing price on
December 31, 1998 was $62.1875. The exact price of each share at date of
acquisition is not readily determinable.
SIGNATURE OF REPORTING PERSON
/S/ Viviano, Joseph P
DATE 02/12/1999
