UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549


                               SCHEDULE 13G


                 Under the Securities Exchange Act of 1934
                            (Amendment No. 18)*

                         Hershey Foods Corporation
                             (Name of Issuer)

                Common Stock, one dollar ($1.00) par value
                      (Title of Class of Securities)

                                427866 10 8
                              (CUSIP Number)

Check the following box if a fee is being paid with this statement 
/    /.  (A fee is not required only if the filing person:(1) has a
previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1; and
(2) has filed no amendment subsequent thereto reporting beneficial
ownership of five percent or less of such class.) (See Rule 13d-7).

*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect  to the subject class of
securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior
cover page.

The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).





SEC 1745 (2-95)              Page 1 of 5 pages


CUSIP No. 427866 10 8         13G                       Page 2 of 5 Pages

1  NAME OF REPORTING PERSON
    S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
     Hershey Trust Company
     FIN 23-0692150

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
                                   (a)  /   /
                                   (b)  /   /

3  SEC USE ONLY


4  CITIZENSHIP OR PLACE OF ORGANIZATION
     Pennsylvania

 NUMBER OF             5  SOLE VOTING POWER
 SHARES                   24,587,025 Common Stock plus                  
 BENEFICIALLY             30,306,006 shares of Class B Common      
 OWNED BY                 Stock ($1.00  par value) convertible share  
  EACH                    for share into Common Stock for a total of  
 REPORTING                54,893,031
  PERSON 
  WITH                 6 SHARED VOTING POWER
                          None
                       7 SOLE DISPOSITIVE POWER
                          829,585
                       8 SHARED DISPOSITIVE POWER
                          23,757,440 Common Stock plus                 
                          30,306,006 shares of Class B Common      
                          Stock ($1.00 par value) convertible share   
                          for share into Common Stock for a total     
                          of 54,063,446

9  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
     24,587,025 Common Stock plus 30,306,006 shares Class B  
     Common Stock ($1.00 par value) convertible share for share 
     into Common Stock for a total of 54,893,031

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
     

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
     16.7% (24,587,025 of 147,486,454 outstanding)
     30.8% (54,893,031 of 177,965,362 outstanding pursuant to Rule 
                13d-3(d)(1))


12 TYPE OF REPORTING PERSON*
     CO


                   *SEE INSTRUCTION BEFORE FILLING OUT!

































     
                                                        Page 3 of 5 Pages

Item 1(a) Name of Issuer:
          Hershey Foods Corporation

Item 1(b) Address of Issuer's Principal Executive Offices:
          P.O. Box 810, Hershey, Pennsylvania  17033

Item 2(a) Name of Person Filing:
          Hershey Trust Company

Item 2(b) Address of Principal Business Office, or, if none,            
         Residence:
         100 Mansion Road East, P.O. Box 445, Hershey,     
         Pennsylvania 17033

Item 2(c) Citizenship:
          Pennsylvania Trust Company

Item 2(d) Title of Class Securities:
          Common Stock, one dollar ($1.00) par value

Item 2(e) CUSIP Number:
          427866 10 8

Item 3.
          Not applicable.  The original statement was filed pursuant to   
          Rule 13d-1(c).

Item 4.   Ownership:
          The following information is provided as of December 31,
          1996:
               (a)  Amount Beneficially Owned:  24,587,025 plus
                     30,306,006 shares of Class B common Stock ($1.00    
                     par value) convertible share for share into Common     
                     Stock for a total of 54,893,031
               (b)  Percent of Class:  16.7% (24,587,025 of 147,486,454  
                      outstanding); 30.8% (54,893,031 of 177,965,362         
                      outstanding pursuant  to Rule 13d-3(d)(1))
               (c)  Number of shares as to which such person has:
                     (i) sole power to vote or to direct the vote:
                     24,587,025 plus 30,306,006 shares of Class B
                     Common Stock ($1.00 par value) convertible
                     share for share into Common stock for a total of 
                     54,893,031
                     (ii) shared power to vote or to direct the vote:  none





                                                           Page 4 of 5 Pages


                    (iii) sole power to dispose or to direct the disposition
                          of:  829,585 
                    (iv) shared power to dispose or to direct the disposition 
                          of:
                    23,757,440 plus 30,306,006 shares of Class B              
                    Common Stock ($1.00 par value) convertible share for  
                    share into Common Stock for a total of 54,063,446

Item 5.   Ownership of Five Percent or Less of a Class

          Not applicable.

Item 6.   Ownership of More than Five Percent on Behalf of Another
     Person

     Of the 54,893,031 shares (24,587,025 common shares and  
     30,306,006 Class B shares) listed in response to Item 4(a),    
     Hershey Trust Company holds 54,583,031 shares           
     (24,277,025 common shares and 30,306,006
     Class B shares) in its capacity as institutional fiduciary for 59
     estates and trusts, including 54,063,446 shares (23,757,440  
     common shares and 30,306,006 Class B shares) held as       
     trustee for Milton Hershey School.  All outstanding shares of  
     Hershey Trust Company are owned by Hershey
     Trust Company, Trustee in Trust for Milton Hershey School.   
     Nine of the ten members of the Board of Directors of   
     Hershey Trust Company are presently the nine members of
     the Board of Managers of Milton Hershey School, which is
     the governing body of Milton Hershey School.

Item 7.   Identification and Classification of the Subsidiary Which      
     Acquired the Security Being Reported on by the Parent          
     Holding Company
          Not Applicable.

Item 8.   Identification and Classification of Members of the Group
          Not applicable.

Item 9.   Notice of Dissolution of Group
          Not applicable.

Item 10.  Certification
          Not applicable.

                                                       Page 5 of 5 Pages

Signature
          After reasonable inquiry and to the best of my knowledge and
          belief, I certify that the information set forth in this statement
          is true, complete and correct.


Date:     February 6, 1997             HERSHEY TRUST COMPANY


                         By   /s/ Robert C. Vowler     
                         Robert C. Vowler, President