<PAGE>

                                              Registration No. 33-


As filed with the Securities and Exchange Commission on April 25, 1997

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                   ------------------------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                   ------------------------------------------

                            HERSHEY FOODS CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

          Delaware                                           23-0691590
   (State of Incorporation)                         (I.R.S. Employer ID Number)

       100 Crystal A Drive
       Hershey, Pennsylvania                                 17033
(Address of Principal Executive Offices)                   (Zip Code)


                            HERSHEY FOODS CORPORATION
                          DIRECTORS' COMPENSATION PLAN
                            (Full Title of the Plan)


                                 Robert M. Reese
                  VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                            HERSHEY FOODS CORPORATION
                               100 Crystal A Drive
                           Hershey, Pennsylvania 17033
                                 (717) 534-4001
            (Name, Address and Telephone Number of Agent for Service)

<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------

<S>                  <C>              <C>                       <C>                   <C>    
Title of              Amount           Proposed                  Proposed Maxi-        Amount of
Securities to         to be            Maximum Offering          mum Aggregate         Registration
be Registered         Registered       Price Per Share(l)        Offering Price(l)     Fee(l)
---------------------------------------------------------------------------------------------------
Common Stock          50,000           $52.9375                  $2,646,875             $802.10
par value $1.00       shares(2)
---------------------------------------------------------------------------------------------------
</TABLE>





--------------------------------------------------------------------------------
(1) Estimated  solely for calculation of the  registration  fee pursuant to Rule
457 under the Securities Act of 1933. Based upon the average of the high and low
sale  prices of the Common  Stock as  reported  on the New York  Stock  Exchange
Composite  Tape on April  21,  1997. 

(2)  Subject  to  anti-dilution  increases permitted by Rule 416.

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents containing the information specified in this Part I have been
or will be sent or given to  employees  as  specified  by Rule  428(b)(l).  Such
documents  are not  filed  with the  Securities  and  Exchange  Commission  (the
"Commission")  either as part of this Registration  Statement or as a prospectus
or a  prospectus  supplement  pursuant  to Rule  424.  These  documents  and the
documents  incorporated by reference in this Registration  Statement pursuant to
Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that
meets the  requirements  of  Section  10(a) of the  Securities  Act of 1933,  as
amended (the "Securities Act").


<PAGE>



                                     PART II



               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT



ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE

            The following  documents  filed with the Commission by Hershey Foods
Corporation (the "Corporation") are incorporated herein by reference:

            (1)  The Corporation's Annual Report on Form 10-K for the year ended
 December 31, 1996;

            (2) All other reports filed  pursuant to Sections  13(a) or 15(d) of
the Securities  Exchange Act of 1934, as amended (the "Exchange Act"), since the
end of the fiscal year covered by the Annual  Report on Form 10-K referred to in
(1) above; and

            (3) The  description of the  Corporation's  Common Stock,  par value
$1.00 per  share,  contained  on pages B-4 and B-23 to B-24 of Exhibit 13 of the
Corporation's Annual Report on Form 10-K for the year ended December 31, 1996.

            All documents filed hereafter by the Corporation pursuant to Section
13(a),  13(c),  14 or  15(d)  of the  Exchange  Act  prior  to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which  deregisters all securities then remaining  unsold shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such documents.  Any statement  contained in a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration  Statement
to the extent that a  statement  contained  herein or in any other  subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.


<PAGE>


ITEM 4.  DESCRIPTION OF SECURITIES

            The description of the Corporation's Common Stock is incorporated by
reference into this Registration Statement pursuant to Item 3 above.


ITEM 5.      INTERESTS OF NAMED EXPERTS AND COUNSEL

              Not applicable.


ITEM 6.      INDEMNIFICATION OF DIRECTORS AND OFFICERS

            BY-LAWS;   DELAWARE  LAW.   Section  145  of  the  Delaware  General
Corporation  Law (the "DGCL")  empowers a Delaware  corporation to indemnify any
persons  who are,  or are  threatened  to be made,  parties  to any  threatened,
pending or completed legal action, suit or proceeding,  whether civil, criminal,
administrative or investigative (other than an action by or in the right of such
corporation),  by reason of the fact that such person was an officer or director
of such corporation,  or is or was serving at the request of such corporation as
an officer or a director of another corporation or enterprise. The indemnity may
include expenses (including attorneys' fees), judgments,  fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding, provided that such officer or director acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
corporation's best interests,  and, for criminal proceedings,  had no reasonable
cause to believe his conduct was illegal.  A Delaware  corporation may indemnify
officers  and  directors  against  expenses   (including   attorneys'  fees)  in
connection with the defense or settlement of an action by or in the right of the
corporation  under  the  same  conditions,  except  that no  indemnification  is
permitted without judicial approval if the officer or director is adjudged to be
liable to the  corporation.  Where an officer or director is  successful  on the
merits or  otherwise  in the  defense  of any  action  referred  to  above,  the
corporation must indemnify him against the expenses (including  attorneys' fees)
which such officer or director  actually and  reasonably  incurred in connection
therewith.

         Section 102(b) (7) of the DGCL provides that a Delaware corporation may
eliminate  or  limit  the  personal  liability  of  a  director  to  a  Delaware
corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a director,  provided that such  provision  shall not eliminate or limit
the liability of a director (i) for any breach of the director's duty of loyalty
to the corporation or its  stockholders,  (ii) for acts or omissions not in good
<PAGE>


faith or which involve  intentional  misconduct  or a knowing  violation of law,
(iii)  under  Section  174 of the DGCL  relating  to the  unlawful  payment of a
dividend or an unlawful stock purchase or redemption or (iv) for any transaction
from which the director derived an improper personal benefit.

         Article  VI of  the  By-laws  of  the  Corporation  provides  that  the
Corporation  shall indemnify,  in the manner and to the fullest extent permitted
by the DGCL,  any  person who is, was or is  threatened  to be made a  defending
party to any proceeding  (including any pending or threatened  civil or criminal
action, suit, arbitration, alternate dispute resolution mechanism, investigation
or  administrative  hearing)  by reason of the fact that such person is or was a
director or officer of the  Corporation or is or was serving,  at the request of
the Corporation,  in such capacity for another enterprise.  The Corporation will
pay in advance of final  disposition  all  expenses  incurred  by a director  in
defending a proceeding which is subject to indemnification.  The Corporation has
the burden of proving that a director was not entitled to indemnification.

           INSURANCE.  The  Corporation's  directors  and  officers  are insured
against  losses arising from any claim against them as such for wrongful acts or
omissions, subject to certain limitations.

ITEM 7.      EXEMPTION FROM REGISTRATION CLAIMED

              Not applicable.


ITEM 8.        EXHIBITS

               23     -        Consent of Independent Public Accountants (filed
                               herewith).

               24     -        Powers of Attorney of directors and certain 
                               officers of the Corporation (included on 
                               signature page of this Registration Statement).


ITEM 9.      UNDERTAKINGS

(a)      The undersigned Registrant hereby undertakes:

         (1)     To file,  during any period in which  offers or sales are being
                 made,  a   post-effective   amendment   to  this   Registration
                 Statement:
                     
               (i)   To include any prospectus required by Section 10(a)(3) of 
                     the Securities Act;

               (ii)  To reflect in the prospectus any facts or events arising 
                     after the effective  date  of  this  
<PAGE>

                     Registration Statement (or  the  most recent post-effective
                     amendment thereof) which, individually or in the aggregate,
                     represent  a  fundamental  change  in the information  set 
                     forth  in this Registration  Statement.  Notwithstanding  
                     the  foregoing, any increase or decrease  in volume of  
                     securities offered (if the total dollar value of securities
                     offered  would  not exceed  that which was  registered)  
                     and any deviation from the low or high end of the estimated
                     maximum offering  range may be  reflected  in the form of 
                     prospectus filed with the Commission pursuant to 
                     Rule 424 (b) if, in the aggregate,  the changes in volume 
                     and price represent no more than a 20 percent change in the
                     maximum  aggregate offering price set forth in the 
                     "Calculation of Registration  Fee" table in the effective 
                     registration statement;

               (iii) To include any material  information  with respect to
                     the plan of distribution not previously  disclosed in
                     this Registration Statement or any material change to
                     such information in this Registration Statement;

              Provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
              not  apply if the  information  required  to be  included  in a
              post-effective  amendment by those  paragraphs  is contained in
              periodic reports filed by the Registrant pursuant to Section 13
              or Section 15(d) of the Exchange Act that are  incorporated  by
              reference in this Registration Statement.

         (2)     That,  for the purpose of determining  any liability  under the
                 Securities  Act, each such  post-effective  amendment  shall be
                 deemed  to be a new  registration  statement  relating  to  the
                 securities offered therein, and the offering of such securities
                 at that  time  shall be  deemed  to be the  initial  bona  fide
                 offering thereof.

         (3)     To  remove  from  registration  by  means  of a  post-effective
                 amendment any of the securities  being  registered which remain
                 unsold at the termination of the offering.

(b)      The  undersigned  Registrant  hereby  undertakes  that, for purposes of
         determining  any liability under the Securities Act, each filing of the
         Registrant's  Annual Report  pursuant to Section 13(a) or Section 15(d)
         of the Exchange Act (and, where applicable,  each filing of an employee
         benefit plan's annual report  pursuant to Section 15(d) of the Exchange
         Act) that is incorporated by reference in this  Registration  Statement
         shall be  deemed to be a new  registration  statement  relating  to the
         securities offered therein, and the offering of such securities at that
         time shall be deemed to be the initial bona fide offering thereof.

(h)      Insofar as indemnification for liabilities arising under the Securities
         Act may be permitted to directors,  officers and controlling persons of
         the Registrant  pursuant  to  the  foregoing  provisions, or otherwise,
         the Registrant  has been  advised  that in the opinion of the  
         Commission  such  indemnification  is against  public 


<PAGE>

         policy as expressed in the Act and is,  therefore,  unenforceable.  In
         the event  that a claim for  indemnification against  such  liabilities
         (other  than the payment by the  Registrant  of expenses incurred or 
         paid by a director, officer or controlling  person of the Registrant in
         the successful defense of any action, suit or proceeding) is asserted 
         by such director,  officer or controlling  person in connection
         with the securities being  registered,  the Registrant will,  unless in
         the opinion  of  its  counsel  the  matter  has  been  settled  by  
         controlling  precedent,  submit to a court of appropriate  jurisdiction
         the  question whether such indemnification by it is against public 
         policy as expressed in the Act and will be governed by the final 
         adjudication of such issue.




<PAGE>




                                   SIGNATURES

          Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the city of Hershey, state of Pennsylvania,  on this 25th day of
April, 1997.
                            
                                     HERSHEY FOODS CORPORATION

                                     By_________________________________
                                        /s/  W. F. Christ
                                             Senior Vice President and
                                             Chief Financial Officer






                                                                  Exhibit 24


                               POWER OF ATTORNEY


          Know All Men By These  Presents,  that  each  person  whose  signature
     appears below  constitutes and appoints K. L. Wolfe,  J. P. Viviano,  W. F.
     Christ  and R. M.  Reese,  and  each of them,  his or her  true and  lawful
     attorneys-in-fact   and  agents,   with  full  power  of  substitution  and
     resubstitution,  for him or her and in his or her name, place and stead, in
     any and  all  capacities,  to sign  any or all  amendments  (including  any
     post-effective  amendments) to this Registration Statement, and to file the
     same,  with  all  exhibits  thereto,  and  other  documents  in  connection
     therewith,  with the Commission,  granting unto said  attorneys-in-fact and
     agents,  and each of them,  full power and authority to do and perform each
     and every act and thing requisite and necessary to be done in and about the
     premises,  as fully to all intents and purposes as he or she might or could
     do  in   person,   hereby   ratifying   and   confirming   all  that   said
     attorneys-in-fact  and agents,  or their  substitute  or  substitutes,  may
     lawfully do or cause to be done by virtue hereof.



<PAGE>



           Pursuant to the  requirements  of the  Securities  Act of 1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
<S>  <C>                                           <C>                                   <C>  
      Signature                                     Title                                  Date
      ---------                                     -----                                  ----

         _________________________     Chairman of the Board and                     April 25, 1997
         /s/ (K. L. Wolfe)             Chief Executive Officer
                                          and Director

         _________________________     President and Chief                           April 25, 1997
         /s/ (J. P. Viviano)           Operating Officer and
                                         Director

         _________________________     Senior Vice President                         April 25, 1997
         /s/ (W. F. Christ)              and Chief Financial
                                         Officer

         _________________________      Controller                                   April 25, 1997
         /s/ (D. W. Tacka)               and Chief Accounting
                                         Officer

         _________________________       Director                                    April 25, 1997
         /s/ (W. H. Alexander)

         _________________________       Director                                    April 25, 1997
         /s/ (R. H. Campbell)

         _________________________       Director                                    April 25, 1997
         /s/ (C. M. Evarts)

         _________________________       Director                                    April 25, 1997
         /s/ (B. Guiton Hill)

         _________________________       Director                                    April 25, 1997
         /s/ (J. C. Jamison)

         _________________________       Director                                    April 25, 1997
         /s/ (M. J. McDonald)

         _________________________       Director                                    April 25, 1997
         /s/ (J.M. Pietruski)

         _________________________       Director                                    April 25, 1997
         /s/ (V. A. Sarni)


</TABLE>



<PAGE>


                                INDEX TO EXHIBITS

                                                                               
Exhibit                  Description                                            
-------                  -----------                                            


23               -       Consent of Independent Public Accountants (filed
                         herewith).

24               -       Power of Attorney ( included on signature page).
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 20446}]
{"company-data": {"conformed-name": "HERSHEY FOODS CORP", "cik": "0000047111", "assigned-sic": "2060", "irs-number": "230691590", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-25853", "film-number": "97587524"}, "business-address": {"street1": "100 CRYSTAL A DRIVE", "street2": "P O BOX 810", "city": "HERSHEY", "state": "PA", "zip": "17033-0810", "phone": "7175346799"}, "mail-address": {"street1": "P O BOX 810", "street2": "100 CRYSTAL A DIRVE", "city": "HERSHEY", "state": "PA", "zip": "17033-0810"}, "former-company": {"former-conformed-name": "HERSHEY CHOCOLATE CORP", "date-changed": "19680401"}}
Registration No. 33-

As filed with the Securities and Exchange Commission on April 25, 1997

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                   ------------------------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                   ------------------------------------------

                            HERSHEY FOODS CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

          Delaware                                           23-0691590
   (State of Incorporation)                         (I.R.S. Employer ID Number)

       100 Crystal A Drive
       Hershey, Pennsylvania                                 17033
(Address of Principal Executive Offices)                   (Zip Code)

                            HERSHEY FOODS CORPORATION
                          DIRECTORS' COMPENSATION PLAN
                            (Full Title of the Plan)

                                 Robert M. Reese
                  VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                            HERSHEY FOODS CORPORATION
                               100 Crystal A Drive
                           Hershey, Pennsylvania 17033
                                 (717) 534-4001
            (Name, Address and Telephone Number of Agent for Service)
--------------------------------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------
Title of              Amount           Proposed                  Proposed Maxi-        Amount of
Securities to         to be            Maximum Offering          mum Aggregate         Registration
be Registered         Registered       Price Per Share(l)        Offering Price(l)     Fee(l)
---------------------------------------------------------------------------------------------------
Common Stock          50,000           $52.9375                  $2,646,875             $802.10
par value $1.00       shares(2)
---------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(1) Estimated  solely for calculation of the  registration  fee pursuant to Rule
457 under the Securities Act of 1933. Based upon the average of the high and low
sale  prices of the Common  Stock as  reported  on the New York  Stock  Exchange
Composite  Tape on April  21,  1997. 

(2)  Subject  to  anti-dilution  increases permitted by Rule 416.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents containing the information specified in this Part I have been
or will be sent or given to  employees  as  specified  by Rule  428(b)(l).  Such
documents  are not  filed  with the  Securities  and  Exchange  Commission  (the
"Commission")  either as part of this Registration  Statement or as a prospectus
or a  prospectus  supplement  pursuant  to Rule  424.  These  documents  and the
documents  incorporated by reference in this Registration  Statement pursuant to
Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that
meets the  requirements  of  Section  10(a) of the  Securities  Act of 1933,  as
amended (the "Securities Act").
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE

            The following  documents  filed with the Commission by Hershey Foods
Corporation (the "Corporation") are incorporated herein by reference:

            (1)  The Corporation's Annual Report on Form 10-K for the year ended
 December 31, 1996;

            (2) All other reports filed  pursuant to Sections  13(a) or 15(d) of
the Securities  Exchange Act of 1934, as amended (the "Exchange Act"), since the
end of the fiscal year covered by the Annual  Report on Form 10-K referred to in
(1) above; and

            (3) The  description of the  Corporation's  Common Stock,  par value
$1.00 per  share,  contained  on pages B-4 and B-23 to B-24 of Exhibit 13 of the
Corporation's Annual Report on Form 10-K for the year ended December 31, 1996.

            All documents filed hereafter by the Corporation pursuant to Section
13(a),  13(c),  14 or  15(d)  of the  Exchange  Act  prior  to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which  deregisters all securities then remaining  unsold shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such documents.  Any statement  contained in a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration  Statement
to the extent that a  statement  contained  herein or in any other  subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.
ITEM 4.  DESCRIPTION OF SECURITIES

            The description of the Corporation's Common Stock is incorporated by
reference into this Registration Statement pursuant to Item 3 above.

ITEM 5.      INTERESTS OF NAMED EXPERTS AND COUNSEL

              Not applicable.

ITEM 6.      INDEMNIFICATION OF DIRECTORS AND OFFICERS

            BY-LAWS;   DELAWARE  LAW.   Section  145  of  the  Delaware  General
Corporation  Law (the "DGCL")  empowers a Delaware  corporation to indemnify any
persons  who are,  or are  threatened  to be made,  parties  to any  threatened,
pending or completed legal action, suit or proceeding,  whether civil, criminal,
administrative or investigative (other than an action by or in the right of such
corporation),  by reason of the fact that such person was an officer or director
of such corporation,  or is or was serving at the request of such corporation as
an officer or a director of another corporation or enterprise. The indemnity may
include expenses (including attorneys' fees), judgments,  fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding, provided that such officer or director acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
corporation's best interests,  and, for criminal proceedings,  had no reasonable
cause to believe his conduct was illegal.  A Delaware  corporation may indemnify
officers  and  directors  against  expenses   (including   attorneys'  fees)  in
connection with the defense or settlement of an action by or in the right of the
corporation  under  the  same  conditions,  except  that no  indemnification  is
permitted without judicial approval if the officer or director is adjudged to be
liable to the  corporation.  Where an officer or director is  successful  on the
merits or  otherwise  in the  defense  of any  action  referred  to  above,  the
corporation must indemnify him against the expenses (including  attorneys' fees)
which such officer or director  actually and  reasonably  incurred in connection
therewith.

         Section 102(b) (7) of the DGCL provides that a Delaware corporation may
eliminate  or  limit  the  personal  liability  of  a  director  to  a  Delaware
corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a director,  provided that such  provision  shall not eliminate or limit
the liability of a director (i) for any breach of the director's duty of loyalty
to the corporation or its  stockholders,  (ii) for acts or omissions not in good
faith or which involve  intentional  misconduct  or a knowing  violation of law,
(iii)  under  Section  174 of the DGCL  relating  to the  unlawful  payment of a
dividend or an unlawful stock purchase or redemption or (iv) for any transaction
from which the director derived an improper personal benefit.

         Article  VI of  the  By-laws  of  the  Corporation  provides  that  the
Corporation  shall indemnify,  in the manner and to the fullest extent permitted
by the DGCL,  any  person who is, was or is  threatened  to be made a  defending
party to any proceeding  (including any pending or threatened  civil or criminal
action, suit, arbitration, alternate dispute resolution mechanism, investigation
or  administrative  hearing)  by reason of the fact that such person is or was a
director or officer of the  Corporation or is or was serving,  at the request of
the Corporation,  in such capacity for another enterprise.  The Corporation will
pay in advance of final  disposition  all  expenses  incurred  by a director  in
defending a proceeding which is subject to indemnification.  The Corporation has
the burden of proving that a director was not entitled to indemnification.

           INSURANCE.  The  Corporation's  directors  and  officers  are insured
against  losses arising from any claim against them as such for wrongful acts or
omissions, subject to certain limitations.

ITEM 7.      EXEMPTION FROM REGISTRATION CLAIMED

              Not applicable.

ITEM 8.        EXHIBITS

               23     -        Consent of Independent Public Accountants (filed
                               herewith).

               24     -        Powers of Attorney of directors and certain 
                               officers of the Corporation (included on 
                               signature page of this Registration Statement).

ITEM 9.      UNDERTAKINGS

(a)      The undersigned Registrant hereby undertakes:

         (1)     To file,  during any period in which  offers or sales are being
                 made,  a   post-effective   amendment   to  this   Registration
                 Statement:
                     
               (i)   To include any prospectus required by Section 10(a)(3) of 
                     the Securities Act;

               (ii)  To reflect in the prospectus any facts or events arising 
                     after the effective  date  of  this
Registration Statement (or  the  most recent post-effective
                     amendment thereof) which, individually or in the aggregate,
                     represent  a  fundamental  change  in the information  set 
                     forth  in this Registration  Statement.  Notwithstanding  
                     the  foregoing, any increase or decrease  in volume of  
                     securities offered (if the total dollar value of securities
                     offered  would  not exceed  that which was  registered)  
                     and any deviation from the low or high end of the estimated
                     maximum offering  range may be  reflected  in the form of 
                     prospectus filed with the Commission pursuant to 
                     Rule 424 (b) if, in the aggregate,  the changes in volume 
                     and price represent no more than a 20 percent change in the
                     maximum  aggregate offering price set forth in the 
                     "Calculation of Registration  Fee" table in the effective 
                     registration statement;

               (iii) To include any material  information  with respect to
                     the plan of distribution not previously  disclosed in
                     this Registration Statement or any material change to
                     such information in this Registration Statement;

              Provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
              not  apply if the  information  required  to be  included  in a
              post-effective  amendment by those  paragraphs  is contained in
              periodic reports filed by the Registrant pursuant to Section 13
              or Section 15(d) of the Exchange Act that are  incorporated  by
              reference in this Registration Statement.

         (2)     That,  for the purpose of determining  any liability  under the
                 Securities  Act, each such  post-effective  amendment  shall be
                 deemed  to be a new  registration  statement  relating  to  the
                 securities offered therein, and the offering of such securities
                 at that  time  shall be  deemed  to be the  initial  bona  fide
                 offering thereof.

         (3)     To  remove  from  registration  by  means  of a  post-effective
                 amendment any of the securities  being  registered which remain
                 unsold at the termination of the offering.

(b)      The  undersigned  Registrant  hereby  undertakes  that, for purposes of
         determining  any liability under the Securities Act, each filing of the
         Registrant's  Annual Report  pursuant to Section 13(a) or Section 15(d)
         of the Exchange Act (and, where applicable,  each filing of an employee
         benefit plan's annual report  pursuant to Section 15(d) of the Exchange
         Act) that is incorporated by reference in this  Registration  Statement
         shall be  deemed to be a new  registration  statement  relating  to the
         securities offered therein, and the offering of such securities at that
         time shall be deemed to be the initial bona fide offering thereof.

(h)      Insofar as indemnification for liabilities arising under the Securities
         Act may be permitted to directors,  officers and controlling persons of
         the Registrant  pursuant  to  the  foregoing  provisions, or otherwise,
         the Registrant  has been  advised  that in the opinion of the  
         Commission  such  indemnification  is against  public
policy as expressed in the Act and is,  therefore,  unenforceable.  In
         the event  that a claim for  indemnification against  such  liabilities
         (other  than the payment by the  Registrant  of expenses incurred or 
         paid by a director, officer or controlling  person of the Registrant in
         the successful defense of any action, suit or proceeding) is asserted 
         by such director,  officer or controlling  person in connection
         with the securities being  registered,  the Registrant will,  unless in
         the opinion  of  its  counsel  the  matter  has  been  settled  by  
         controlling  precedent,  submit to a court of appropriate  jurisdiction
         the  question whether such indemnification by it is against public 
         policy as expressed in the Act and will be governed by the final 
         adjudication of such issue.
SIGNATURES

          Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the city of Hershey, state of Pennsylvania,  on this 25th day of
April, 1997.
                            
                                     HERSHEY FOODS CORPORATION

                                     By_________________________________
                                        /s/  W. F. Christ
                                             Senior Vice President and
                                             Chief Financial Officer

                                                                  Exhibit 24

                               POWER OF ATTORNEY

          Know All Men By These  Presents,  that  each  person  whose  signature
     appears below  constitutes and appoints K. L. Wolfe,  J. P. Viviano,  W. F.
     Christ  and R. M.  Reese,  and  each of them,  his or her  true and  lawful
     attorneys-in-fact   and  agents,   with  full  power  of  substitution  and
     resubstitution,  for him or her and in his or her name, place and stead, in
     any and  all  capacities,  to sign  any or all  amendments  (including  any
     post-effective  amendments) to this Registration Statement, and to file the
     same,  with  all  exhibits  thereto,  and  other  documents  in  connection
     therewith,  with the Commission,  granting unto said  attorneys-in-fact and
     agents,  and each of them,  full power and authority to do and perform each
     and every act and thing requisite and necessary to be done in and about the
     premises,  as fully to all intents and purposes as he or she might or could
     do  in   person,   hereby   ratifying   and   confirming   all  that   said
     attorneys-in-fact  and agents,  or their  substitute  or  substitutes,  may
     lawfully do or cause to be done by virtue hereof.
Pursuant to the  requirements  of the  Securities  Act of 1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.
Signature                                     Title                                  Date
      ---------                                     -----                                  ----

         _________________________     Chairman of the Board and                     April 25, 1997
         /s/ (K. L. Wolfe)             Chief Executive Officer
                                          and Director

         _________________________     President and Chief                           April 25, 1997
         /s/ (J. P. Viviano)           Operating Officer and
                                         Director

         _________________________     Senior Vice President                         April 25, 1997
         /s/ (W. F. Christ)              and Chief Financial
                                         Officer

         _________________________      Controller                                   April 25, 1997
         /s/ (D. W. Tacka)               and Chief Accounting
                                         Officer

         _________________________       Director                                    April 25, 1997
         /s/ (W. H. Alexander)

         _________________________       Director                                    April 25, 1997
         /s/ (R. H. Campbell)

         _________________________       Director                                    April 25, 1997
         /s/ (C. M. Evarts)

         _________________________       Director                                    April 25, 1997
         /s/ (B. Guiton Hill)

         _________________________       Director                                    April 25, 1997
         /s/ (J. C. Jamison)

         _________________________       Director                                    April 25, 1997
         /s/ (M. J. McDonald)

         _________________________       Director                                    April 25, 1997
         /s/ (J.M. Pietruski)

         _________________________       Director                                    April 25, 1997
         /s/ (V. A. Sarni)
INDEX TO EXHIBITS

                                                                               
Exhibit                  Description                                            
-------                  -----------                                            

23               -       Consent of Independent Public Accountants (filed
                         herewith).

24               -       Power of Attorney ( included on signature page).