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)
Campbell Robert H.
Sunoco, Inc.
Ten Penn Center
1801 Market Street
Philadelphia, PA 19103-1699
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
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Common Stock 12/31/98 J 14.2605 A $0.0000 (1) 1,055.6705 D
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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Common Stock Equivalents(2) 12/15/98 (3) J 1,020.1020
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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Common Stock Equivalents (2) 12/15/98 Common Stock 1,020.1020 (4) 3,471.2980 D
(3)
Explanation of Responses:
(1)
These shares were acquired from January 1, 1998 through December 31, 1998
pursuant to a Hershey Foods Dividend Reinvestment plan. Shares were purchased
quarterly at prices ranging from $63.0625 to $70.9375.
(2)
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; 37.183 units were reinvested dividends and 982.919 units were deferral
of 1998 director's fees.
(3)
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.
(4)
Units were acquired at various times throughout the year as noted in Footnote 3.
These prices range from $63.0625 to $70.9375.
SIGNATURE OF REPORTING PERSON
/S/ Campbell, Robert H.
DATE 02/12/1999
