Page 1



                       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):   February 6, 1996 


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


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


     100 Crystal A Drive, Hershey, Pennsylvania              17033       
(Address of principal executive offices)                     (Zip Code)


Registrant's telephone number, including area code:   (717) 534-6799     















 Page 2


                      INFORMATION TO BE INCLUDED IN REPORT


Item 5.                          Other Events

   On February 6, 1996, Hershey Foods Corporation (the "Corporation")
announced that its Board of Directors approved a share repurchase program
to repurchase up to $200 million of the Corporation's Common Stock.  It is
expected that the acquisition of the shares will occur through open market
purchases and/or through privately negotiated transactions.  The shares
acquired pursuant to the repurchase program will be held as Treasury
shares.  A copy of the press release dated February 6, 1996 announcing the
repurchase program 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:  February 9, 1996


                                       HERSHEY FOODS CORPORATION



                                       By  /s/ William F. Christ 
                                          William F. Christ
                                          Senior Vice President and
                                          Chief Financial Officer














 Page 3


                               Exhibit Index

Exhibit No.                     Description                  


 
99                   Press Release dated February 6, 1996