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 26, 1997
                                                            -----------------


                           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
                                                      --------------












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                      INFORMATION TO BE INCLUDED IN REPORT


Item 5.      OTHER EVENTS

         On  December  30,  1996  Hershey   Foods   Corporation   announced  the
acquisition of the Leaf North American confectionery business from Huhtamaki Oy.
This event was reported on a Form 8-K dated  December 30, 1996.  As part of that
transaction,  Hershey  entered into a Trademark  and  Technology  License  dated
December 30, 1996 pursuant to which Hershey will have the right to  manufacture,
market and  distribute  products  under certain  Huhtamaki  trademarks in North,
Central and South America.  A copy of the License is attached  hereto as Exhibit
10.


                                    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 26, 1997


                                         HERSHEY FOODS CORPORATION



                                         By___________________________
                                             Robert M. Reese
                                             Vice President, General Counsel
                                             and Secretary












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                               Exhibit Index
                               -------------

Exhibit No.                     Description                   
- -----------                     -----------                   

10               Trademark and Technology License              
                 dated December 30, 1996 between Hershey
                 Foods Corporation and Huhtamaki Oy.



















































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