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):        August 8, 1997
                                                    -----------------------


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


     Delaware                        1-183             23-0691590
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(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
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     On August 8, 1997, Hershey Foods Corporation (the "Corporation")  announced
that it had  purchased  9,900,990  shares of its Common Stock from Hershey Trust
Company, as Trustee under the deed of trust with Milton S. Hershey and Catherine
S. Hershey for benefit of Milton Hershey School. The Corporation paid $50.50 per
share, or approximately $500 million for the shares. A copy of the press release
dated  August 8, 1997  announcing  the  transaction  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:  August 12, 1997


                              HERSHEY FOODS CORPORATION



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















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                               Exhibit Index


Exhibit No.         Description                                Page No.


   99           Press Release dated August 8, 1997











































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