SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                    FORM 10-Q

(Mark One)

(X)         QUARTERLY  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934

            For the thirteen weeks ended March 26, 2005

( )         TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934

             For the transition period from __________ to __________

                          Commission File Number 1-5084

                              TASTY BAKING COMPANY
               (Exact name of company as specified in its charter)


       Pennsylvania                                    23-1145880
  (State of Incorporation)               (IRS Employer Identification Number)


           2801 Hunting Park Avenue, Philadelphia, Pennsylvania 19129
               (Address of Principal Executive Offices) (Zip Code)


                                 (215) 221-8500
                (Company's Telephone Number, including area code)


Indicate by check mark whether the company (1) has filed all reports required to
be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during
the  preceding  12 months  (or for such  shorter  period  that the  company  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
                            Yes X                     No  ___


Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act).
                            Yes X                     No  ___


                      APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

         Common Stock, par value $.50                   8,161,698
               (Title of Class)                   (No. of Shares Outstanding
                                                    as of March 26, 2005)




                                    1 of 20
<PAGE>





                      TASTY BAKING COMPANY AND SUBSIDIARIES


                                      INDEX





PART I.       FINANCIAL INFORMATION

Item 1.       Financial Statements (Unaudited)

              Consolidated Balance Sheets
              March 26, 2005 and December 25, 2004............................3

              Consolidated Statements of Operations
              Thirteen weeks ended March 26, 2005 and March 27, 2004..........4

              Consolidated Statements of Cash Flows
              Thirteen weeks ended March 26, 2005 and March 27, 2004..........5

              Notes to Consolidated Financial Statements...................6-12

Item 2.       Management's Discussion and Analysis of Financial
              Condition and Results of Operations.........................13-15

Item 3.       Quantitative and Qualitative Disclosures
              About Market Risk16

Item 4.       Controls and Procedures.....................................17-18

Item 5.       Other Information .............................................18

PART II.      OTHER INFORMATION

Item 2.       Unregistered Sales of Equity Securities and use of Proceeds....19

Item 6.       Exhibits.......................................................19

Signature     ...............................................................20








                                    2 of 20
<PAGE>
<TABLE>
<CAPTION>

<S>                                                                    <C>                  <C>

Part I. FINANCIAL INFORMATION
Item 1. Financial Statements

                      TASTY BAKING COMPANY AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
                                     (000's)

------------------------------------------------------------------------------------------------------------
                                                                    March 26, 2005      December 25, 2004
------------------------------------------------------------------------------------------------------------
Assets
Current assets:
       Cash                                                            $    247             $    320
       Receivables, less allowance of $5,581and $4,848, respectively     22,607               20,049
       Inventories                                                        5,759                5,412
       Deferred income taxes                                              3,367                3,280
       Prepayments and other                                              1,140                1,092
                                                                  ------------------------------------------
          Total current assets                                           33,120               30,153
                                                                  ------------------------------------------
Property, plant and equipment:
       Land                                                               1,033                1,033
       Buildings and improvements                                        41,249               41,327
       Machinery and equipment                                          139,967              166,449
                                                                  ------------------------------------------
                                                                        182,249              208,809
       Less accumulated depreciation                                    118,751              143,774
                                                                  ------------------------------------------
                                                                         63,498               65,035
                                                                  ------------------------------------------
Other assets:
Long-term receivables from independent sales distributors                11,514               11,185
Deferred income taxes                                                    10,337               10,337
Other                                                                     1,767                1,792
                                                                  ------------------------------------------
                                                                         23,618               23,314
                                                                  ------------------------------------------
Total assets                                                           $120,236             $118,502
                                                                  ==========================================

Liabilities
Current liabilities:
       Current obligations under capital leases                        $    720             $    713
       Notes payable, banks                                               6,800                2,700
       Accounts payable                                                   7,550                9,083
       Accrued payroll and employee benefits                              7,103                7,145
       Reserve for restructures                                             568                  436
       Other                                                              1,847                3,307
                                                                  ------------------------------------------
          Total current liabilities                                      24,588               23,384

Long-term obligations under capital leases, less current portion          3,974                4,159
Long-term debt                                                           10,000                9,000
Reserve for restructures, less current portion                              283                  601
Accrued pensions and other liabilities                                   23,893               23,824
Postretirement benefits other than pensions                              16,674               16,747
                                                                  ------------------------------------------
Total liabilities                                                        79,412               77,715
                                                                  ------------------------------------------

Shareholders' equity
       Common stock                                                       4,558                4,558
       Capital in excess of par value of stock                           29,281               29,292
       Retained earnings                                                 22,331               22,261
                                                                  ------------------------------------------
                                                                         56,170               56,111
       Less:
       Accumulated other comprehensive loss                               2,398                2,398
       Treasury stock, at cost                                           12,873               12,823
       Management Stock Purchase Plan receivables and deferrals              75                  103
                                                                  ------------------------------------------
                                                                         40,824               40,787
                                                                  ------------------------------------------
Total liabilities and shareholders' equity                             $120,236             $118,502
                                                                  ==========================================



 See Notes to Consolidated Financial Statements.

</TABLE>



                                    3 of 20
<PAGE>


                      TASTY BAKING COMPANY AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                        (000's, except per share amounts)


--------------------------------------------------------------------------------
                                               For the Thirteen Weeks Ended
                                            March 26, 2005    March 27, 2004 (a)
--------------------------------------------------------------------------------


Gross Sales                                    $ 65,946             $ 68,360
Less discounts and allowances                   (24,792)             (27,882)
                                            ------------------------------------
Net Sales                                        41,154               40,478
                                            ------------------------------------
Costs and expenses:
      Cost of sales                              26,024               26,325
      Depreciation                                1,801                1,730
      Selling, general and administrative        12,654               11,577
      Interest expense                              321                  303
      Other income, net                            (238)                (226)
                                            ------------------------------------
                                                 40,562               39,709
                                            ------------------------------------
Income before provision for
      income taxes                                  592                  769

Provision for income taxes                          113                  286
                                            ------------------------------------

Net income                                     $    479             $    483
                                            ====================================


Average common shares outstanding:
         Basic                                    8,064                8,096
         Diluted                                  8,167                8,113

Per share of common stock:

      Net income:
         Basic and Diluted                     $   0.06             $   0.06
                                            ==============        ==============
      Cash dividend                            $   0.05             $   0.05
                                            ==============        ==============


 (a) Amounts have been reclassified for comparative purposes.






 See Notes to Consolidated Financial Statements.





                                    4 of 20
<PAGE>
<TABLE>
<CAPTION>

<S>                                                               <C>                  <C>

                      TASTY BAKING COMPANY AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOW
                                   (Unaudited)
                                     (000's)

---------------------------------------------------------------------------------------------------
                                                                  For the Thirteen Weeks Ended
                                                               March 26, 2005      March 27, 2004
---------------------------------------------------------------------------------------------------


Cash flows from (used for) operating activities
     Net income                                                   $   479              $   483
     Adjustments to reconcile net income to net
      cash provided by operating activities:
         Depreciation                                               1,801                1,730
         Restructure payments                                        (186)                (528)
         Pension expense                                               84                  527
         Deferred taxes                                               (87)                --
         Other                                                        264                   89
     Changes in assets and liabilities:
         Increase in receivables                                   (2,778)              (1,002)
         Increase in inventories                                     (347)                (122)
         Increase in prepayments and other                            (24)                (359)
         Decrease in accounts payable, accrued
           payroll and other current liabilities                   (3,036)                 (91)
                                                           ----------------------------------------

     Net cash from (used for) operating activities                 (3,830)                 727
                                                           ----------------------------------------

Cash flows from (used for) investing activities
     Purchase of property, plant and equipment                       (392)              (2,148)
     Proceeds from independent sales distributor
        loan repayments                                             1,814                  741
     Loans to independent sales distributors                       (2,142)                (573)
     Other                                                              1                    9
                                                           ----------------------------------------

     Net cash used for investing activities                          (719)              (1,971)
                                                           ----------------------------------------

Cash flows from (used for) financing activities
     Dividends paid                                                  (409)                (405)
     Payment of long-term debt                                       (177)                (155)
     Net increase (decrease) in short-term debt                     4,100                 (200)
     Additional long-term debt                                      1,000                2,000
     Purchase of treasury stock                                       (38)                --
                                                           ----------------------------------------

     Net cash from financing activities                             4,476                1,240
                                                           ----------------------------------------

     Net decrease in cash                                             (73)                  (4)

     Cash, beginning of year                                          320                   33
                                                           ----------------------------------------

     Cash, end of period                                          $   247              $    29
                                                           ========================================


     Supplemental Cash Flow Information Cash paid
      (refunded) during the period for:
         Interest                                                 $   320              $   325
                                                           ========================================
         Income taxes                                             $   (47)             $     7
                                                           ========================================


</TABLE>




 See Notes to Consolidated Financial Statements.




                                    5 of 20
<PAGE>


                      TASTY BAKING COMPANY AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   (000's, except share and per share amounts)


1.     Significant Accounting Policies

       Nature of the Business

       Tasty Baking  Company is a leading  producer of sweet baked goods and one
       of the  nation's  oldest and largest  independent  baking  companies,  in
       operation  since  1914.  It  has  two  manufacturing  facilities,  one in
       Philadelphia, PA, and a second facility in Oxford, PA.

       Fiscal Year

       The company  and its  subsidiaries  operate on a 52-53 week fiscal  year,
       ending on the last  Saturday of  December.  Fiscal year 2005 is a 53-week
       year.

       Basis of Consolidation

       The consolidated financial statements include the accounts of the company
       and its subsidiaries. Inter-company transactions are eliminated.

       Interim Financial Information

       In the opinion of management,  the  accompanying  unaudited  consolidated
       financial  statements contain all adjustments,  consisting only of normal
       and  recurring  adjustments,  necessary to present  fairly the  financial
       position of the company as of March 26, 2005 and December  25, 2004,  the
       results of its operations for the thirteen weeks ended March 26, 2005 and
       March 27, 2004,  and cash flows for the thirteen  week period ended March
       26, 2005 and March 27, 2004,  respectively.  These unaudited consolidated
       financial  statements should be read in conjunction with the consolidated
       financial  statements and footnotes  thereto in the company's 2004 Annual
       Report to  Shareholders.  In addition,  the results of operations for the
       thirteen weeks ended March 26, 2005 are not necessarily indicative of the
       results to be expected for the full year.

       Use of Estimates

       Certain  amounts  included  in the  accompanying  consolidated  financial
       statements and related  footnotes  reflect the use of estimates  based on
       assumptions  made by  management.  These  estimates  are made  using  all
       information  available to management,  and management believes that these
       estimates are as accurate as possible as of the dates and for the periods
       that the financial statements are presented.  Actual amounts could differ
       from these  estimates.  Significant  estimates  for the  company  include
       receivable's allowance,  inventory reserves, reserve for product returns,
       and pension plan assumptions for plan asset return and discount rate.

       Revenue Recognition

       Revenue  is  recognized  when  title  and  risk of loss  pass,  which  is
       generally  upon receipt of goods by the  customer.  For route area sales,
       the company sells to independent sales distributors who, in turn, sell to
       retail customers. Provisions for estimated discounts, product returns and
       other  adjustments are provided in the same period that the related sales
       are recorded based upon promotional calendars and historical trends.

       Cash and Cash Equivalents

       The company  considers all investments with an original maturity of three
       months or less on their acquisition date to be cash equivalents.




                                    6 of 20
<PAGE>


       Inventory Valuation

       Inventories  are  stated  at the  lower  of cost or  market,  cost  being
       determined using the first-in, first-out ("FIFO") method.

       Property and Depreciation

       Property,  plant and  equipment  are  carried  at cost.  Depreciation  is
       computed by the  straight-line  method over the estimated useful lives of
       the assets.  Buildings and  improvements are depreciated over thirty-nine
       years.  The  principal  manufacturing  plant is leased from the company's
       pension plan and is amortized over twenty years.  Leasehold  improvements
       are generally depreciated over thirty-nine years. Machinery and equipment
       are depreciated  over a range of seven to fifteen years.  Spare parts are
       capitalized  as part of  machinery  and  equipment  and are  expensed  as
       utilized.   The  new  enterprise   resource   planning  system  is  being
       depreciated over five years.

       Costs of major  additions,  replacements and betterments are capitalized,
       while maintenance and repairs, which do not improve or extend the life of
       the respective assets, are expensed as incurred.

       The company  capitalizes  interest  and labor costs  associated  with the
       construction  and  installation  of plant and equipment  and  significant
       information technology development projects.

       Long-lived assets are reviewed for impairment  whenever events or changes
       in   circumstances   indicate  that  the  carrying   amount  may  not  be
       recoverable.   If  this  review   indicates  that  the  expected   future
       undiscounted net cash flows of the related asset is less than the asset's
       carrying value, an impairment loss is recognized.

       Pension Plan

       The company's  funding policy for the pension plan ("Pension Plan") is to
       contribute  amounts  deductible for federal income tax purposes plus such
       additional amounts, if any, as the company's actuarial consultants advise
       to be appropriate.  In 1987 the company elected to immediately  recognize
       all gains and losses in excess of the pension corridor.

       The company accrues normal periodic  pension expense or income during the
       year based upon certain  assumptions  and  estimates  from its  actuarial
       consultants in accordance with Statement of Financial Accounting Standard
       No.  87,  "Employers'  Accounting  for  Pensions."  These  estimates  and
       assumptions  include  discount  rate,  rate of  return  on  plan  assets,
       compensation increases, mortality and employee turnover. In addition, the
       rate of return on plan  assets is  directly  related  to  changes  in the
       equity and credit  markets,  which can be very  volatile.  The use of the
       above  estimates and  assumptions,  market  volatility  and the company's
       election to  immediately  recognize all gains and losses in excess of its
       pension  corridor in the current year may cause the company to experience
       significant  changes in its pension  expense or income from year to year.
       Expenses or income that fall outside the corridor are recognized  only in
       the fourth quarter of each year.

       The company amended the Pension Plan to freeze benefit accruals effective
       March 26, 2005. Participants will be credited for service after March 26,
       2005  solely for  vesting  purposes  pursuant to the terms of the Pension
       Plan.  Each vested  participant  will receive their total pension benefit
       accrued through March 26, 2005, upon retirement from the company.

       Effective  March  27,  2005 the  company  adopted  a new  company  funded
       retirement  plan, which is a defined  contribution  benefit that replaces
       the  benefit  provided  in the Pension  Plan.  In the new company  funded
       retirement plan, the company will make cash contributions into individual
       accounts for eligible  employees.  These contributions will be equal to a
       percentage of an employee's eligible  compensation and will increase with
       the employee's age and years of credited service.




                                    7 of 20
<PAGE>


       Stock-Based Compensation

       In December of 2002,  the  Financial  Accounting  Standards  Board (FASB)
       issued  Statement No. 148  "Accounting  for  Stock-Based  Compensation  -
       Transition  and  Disclosure - an Amendment of FASB Statement No. 123 (FAS
       148)." The  provisions  of this  statement are effective for fiscal years
       beginning  after  December 15,  2003.  The company  measures  stock-based
       compensation and reports the calculated  differences between the reported
       and pro-forma  impact of the fair-value  method on the interim and annual
       financial reports as required. See Recent Accounting Statements regarding
       a change effective in 2006.

<TABLE>
<CAPTION>
                                                               Thirteen Weeks Ended
                                                       March 26, 2005          March 27, 2004
                                                     ---------------         ----------------
<S>                                                  <C>                     <C>
       Net income as reported                        $           479         $            483

       Deduct: Total stock-based employee
       compensation expense determined under
       fair-value net of related tax effects                     (62)                     (61)
                                                     ---------------         ----------------
       Pro forma net income                          $           417         $            422
                                                     ===============         ================

       Earnings per share:
       Basic and Diluted - as reported               $          0.06         $           0.06
                                                     ---------------         ----------------
       Basic and Diluted - pro forma                 $          0.05         $           0.05
                                                     ===============         ================
</TABLE>

       Treasury Stock

       Treasury stock is stated at cost. Cost is determined by the FIFO method.

       Net Income Per Common Share

       Net income per common share is  presented  as basic and diluted  earnings
       per share.  Net income per common  share - Basic is based on the weighted
       average number of common shares  outstanding  during the year. Net income
       per common  share - Diluted is based on the  weighted  average  number of
       common shares and dilutive potential common shares outstanding during the
       year.  Dilution is the result of including  outstanding stock options and
       restricted shares.

       Recent Accounting Statements

       In December 2004, the FASB issued FASB Statement No. 123(R),  Share-Based
       Payment (FAS 123(R)),  which requires companies to expense the fair-value
       of employee stock options and other forms of stock-based compensation. In
       April 2005,  the SEC approved a new rule that makes FAS 123(R)  effective
       for annual periods that begin after June 15, 2005. The company expects to
       adopt FAS  123(R) in  January  2006.  The  company  expects to select the
       Modified  Prospective  Application  (MPA),  without  restatement of prior
       interim  periods  in the  year of  adoption.  The  company  is  currently
       evaluating  the impact of the  adoption  of this  standard,  but does not
       expect a material impact compared to the pro forma amounts.




                                    8 of 20
<PAGE>


2.     Restructure Charges

       In the fourth  quarter 2004,  the company  settled  certain  thrift store
       lease  contracts  for a gain of $35.  The gain was offset by reversals of
       previously  settled  contracts,  and  other  adjustments  related  to the
       estimated   expenses  for  maintaining  the  thrift  stores  still  under
       contract, which resulted in a net charge of $9.

       The company  recognized net restructure  charge reversal in 2003 of $500.
       These  reversals  resulted from  favorable  settlements of certain thrift
       store lease contracts reversal in the 2002 restructuring.

       During the fourth  quarter of 2003,  the company  incurred a $429 pre-tax
       restructure  charge  related to  specific  arrangements  made with senior
       executives who departed the company.

       During the fourth quarter of 2002, the company  incurred a $4,936 pre-tax
       restructure charge related to the closing of twelve thrift stores and the
       specific  arrangements  made with  senior  executives  who  departed  the
       company in the fourth quarter of 2002. There were 29 employees terminated
       as a result of this restructure,  of which 25 were thrift store employees
       and 4 were corporate executives.

       During the second  quarter of 2002,  the company closed six thrift stores
       and eliminated certain manufacturing and administrative positions.  There
       were 67 employees terminated as a result of this restructure, of which 42
       were  temporary  employees,  13 were thrift store  employees  and 12 were
       corporate  and  administrative  employees.  Costs related to these events
       were included in a pre-tax restructure charge of $1,405.

       During the  fourth  quarter of 2001,  the  company  closed its Dutch Mill
       Baking Company production facility.  In addition,  the company closed two
       thrift  stores.  Costs related to these events were included in a pre-tax
       restructure charge of $1,728.

       Restructure Reserve Activity

<TABLE>
<CAPTION>
                                       Lease obligations      Severance          Other          Total
                                       -----------------    -----------    -----------    -----------
<S>                                         <C>            <C>            <C>            <C>
       Balance December 27, 2003             $       813    $     1,485    $        77    $     2,375
       Q1 2004 Payments                             (125)          (387)           (16)          (528)
                                             -----------    -----------    -----------    -----------
       Balance March 27, 2004                        688          1,098             61          1,847
       Q2 2004 Payments                             (112)          (187)           (16)          (315)
                                             -----------    -----------    -----------    -----------
       Balance June 26, 2004                         576            911             45          1,532
       Q3 2004 Payments                              (88)          (176)           (16)          (280)
                                             -----------    -----------    -----------    -----------
       Balance September 25, 2004                    488            735             29          1,252
       Q4 2004 Reversal of reserve,
          net of adjustments                           4              -              5              9
       Q4 2004 Payments                              (85)          (143)             4           (224)
                                             -----------    -----------    -----------    -----------
       Balance December 25, 2004                     407            592             38          1,037
       Q1 2005 Payments                             (116)           (58)           (12)          (186)
                                             -----------    -----------    -----------    -----------
       Balance March 26, 2005                $       291    $       534    $        26    $       851
                                             ===========    ===========    ===========    ===========
</TABLE>

       The  balance  of the  severance  charges  is  expected  to be  paid as of
       December 2005 and the balance of the lease  obligations and other charges
       is expected to be paid as of November 2006.



                                    9 of 20
<PAGE>



3.     Inventories

       Inventories are classified as follows:
<TABLE>
<CAPTION>
                                                                  March 26, 2005          December 25, 2004
                                                                  --------------          -----------------
<S>                                                              <C>                        <C>
       Finished goods                                            $         1,550            $         1,481
       Work in progress                                                      175                        135
       Raw materials and supplies                                          4,034                      3,796
                                                                 ---------------            ---------------
                                                                 $         5,759            $         5,412
                                                                 ===============            ===============
</TABLE>

4.     Credit Facility

       On January 31, 2002,  the company  entered into a new $40 million  Credit
       Facility  (Facility)  with two banks  (the Bank  Group)  to  replace  its
       short-term lines of credit and the former Revolving Credit Agreement. The
       agreement  was  subsequently  amended on January  23,  2004 to reduce the
       commitments under the Facility to $30 million. The Facility,  as amended,
       provides $10 million for short-term  borrowings  under a 364-day line and
       $20 million for long-term  borrowings  under a three year revolving line.
       The 364-day line contains a $6 million sub-limit for overnight borrowings
       and the  revolving  line allows for the  issuance  of Standby  Letters of
       Credit  up to  $6  million,  which  reduce  the  availability  under  the
       Facility.  Upon approval of the Bank Group, the terms of both the 364-day
       line and the revolving line may be extended for an additional  364-day or
       annual period,  respectively.  Interest rates in the Facility are indexed
       to LIBOR or the Prime  Rate  based  upon the  company's  ratio of debt to
       EBITDA and rates may change up to 1.5%  based on that  ratio.  Commitment
       fees are charged on the unused  portion of the Facility and range from 30
       to 45 basis points  based upon the same ratio used to determine  interest
       rates.  The Facility,  as amended,  contains  restrictive  covenants that
       require the  maintenance  of minimum  Tangible Net Worth,  that limit the
       amount of  capital  expenditures  and that  limit the ratios of EBITDA to
       certain fixed charges and total indebtedness.  The Facility also provides
       the Bank Group with a security interest in all unencumbered assets of the
       company  including  certain real property  through the second  quarter of
       2005. After that date, the security interest may be terminated if certain
       objective measures are met.

       In the first quarter of 2005,  the company and the Bank Group amended the
       Facility 1) to waive certain covenant violations that existed on December
       25, 2004; 2) to amend the  Facility's  definitions to exclude the effects
       of the company's 2004 pension  expense in excess of its 10% corridor;  3)
       to amend the limit on capital expenditures for 2005 to $10 million; 4) to
       amend the  minimum  Tangible  Net Worth  required;  and 5) to extend  the
       maturity  of the 364-day  line to March 20,  2006.  The waivers  obtained
       cured the company's covenant violations for its 2004 capital expenditures
       and its required minimum Tangible Net Worth.





                                    10 of 20
<PAGE>



5.   Defined Benefit Retirement Plans

       The company  maintains a partially  funded  noncontributory  Pension Plan
       providing  retirement benefits for substantially all employees.  Benefits
       under this Pension Plan  generally are based on the  employees'  years of
       service  and  compensation  during the years  preceding  retirement.  The
       company  maintains an unfunded  Supplemental  Executive  Retirement  Plan
       ("SERP") providing  retirement  benefits for key employees  designated by
       the Board of Directors.  Benefits  under the SERP  generally are based on
       the key  employees'  years of service and  compensation  during the years
       preceding  retirement.  The company also maintains an unfunded Directors'
       Retirement Plan. The benefit amount is the annual retainer in the year of
       retirement.

       In December  2004,  upon approval by the Board of Directors,  the company
       announced  to its  employees  that it was  amending  the Pension  Plan to
       freeze benefit accruals  effective March 26, 2005.  Participants  will be
       credited for service  after March 26, 2005,  solely for vesting  purposes
       pursuant to the terms of the Pension Plan. Each vested  participant  will
       receive their total pension  benefit accrued through March 26, 2005, upon
       retirement from the company.

       Effective  at the  beginning  of the second  quarter  2005,  the  company
       adopted  a  new  company  funded  retirement  plan  which  is  a  defined
       contribution  benefit that  replaces the benefit  provided in the Pension
       Plan. In the new company  funded  retirement  plan, the company will make
       cash contributions into individual  accounts for all eligible  employees.
       These  contributions  will be  equal  to a  percentage  of an  employee's
       eligible compensation and will increase with the employee's age and years
       of credited service.

       Effective  October 2004, the SERP for all active  employees was converted
       from a defined  benefit to a defined  contribution  plan to be consistent
       with the changes made to the Pension Plan.

       The components of the Pension,  SERP, and Directors' Retirement plans are
       summarized as follows:

<TABLE>
<CAPTION>
                                                                                      Thirteen Weeks Ended
                                                                             March 26, 2005      March 27, 2004
<S>                                                                          <C>                 <C>
       Service cost                                                          $            131    $             352
       Interest cost                                                                    1,209                1,287
       Expected return on plan assets                                                  (1,266)              (1,124)
       Amortization of prior service costs                                                 (4)                  (1)
       Amortization of net loss                                                            14                   13
                                                                             ----------------    -----------------
       Net pension amount charged to income                                  $             84    $             527
                                                                             ================    =================
</TABLE>

       There is no minimum cash  contribution  to the Pension Plan in 2005.  The
       company  is  expecting  to make a cash  contribution  in 2005 but has not
       determined the amount.




                                    11 of 20
<PAGE>



6.     Postretirement Benefits Other than Pensions

       Components of Net Periodic Postretirement Benefit Cost:


<TABLE>
<CAPTION>
                                                                                       Thirteen Weeks Ended
                                                                               March 26, 2005       March 27, 2004
<S>                                                                          <C>                 <C>
       Service cost                                                          $             97    $             104
       Interest cost                                                                      202                  236
       Net amortization and deferral (a)                                                 (105)                   -
                                                                             ----------------    -----------------
       Net periodic benefit cost                                             $            194    $             340
                                                                             ================    =================
</TABLE>


            (a)         Reflects   an   estimate  of  changes  in  the  cost  of
                        postretirement life insurance to retirees. Amounts shown
                        assume that the changes will reduce the company's  share
                        of this cost by approximately 34%.

       Employer Contributions:
       Estimated  company  contributions  for the thirteen weeks ended March 26,
       2005, are $309.

       The Medicare  Prescription Drug Improvement and Modernization Act of 2003
       was signed into law on December 8, 2003.  In  accordance  with FASB Staff
       Position  FAS 106-1,  the company  has made a one-time  election to defer
       recognition  of the  effects  of the law in the  accounting  for its plan
       under  FAS 106 and in  providing  disclosures  related  to the  plan.  In
       accordance  with  FASB  Staff  Position   106-2,   any  measures  of  the
       Accumulated   Postretirement   Benefit   Obligation   or   Net   Periodic
       Postretirement Benefit Cost do not reflect any amount associated with the
       subsidy  because the company has not yet  concluded  whether the benefits
       provided by the plan are actuarially  equivalent to Medicare Part D under
       the Act.










                                    12 of 20
<PAGE>


                      TASTY BAKING COMPANY AND SUBSIDIARIES
                   (000's, except share and per share amounts)

Item 2.       Management's Discussion and Analysis of Financial Condition
              and Results of Operations
              -----------------------------------------------------------------

Results of Operations

Overview

Net income for the first quarter of 2005 was $479 or $.06 per diluted share. Net
income for the first quarter of 2004 was $483 or $.06 per diluted share.

Sales

Net sales  increased by 1.7% in the first  quarter of 2005  compared to the same
quarter in 2004. Gross sales decreased 3.5% in the first quarter versus the same
quarter a year ago driven by a 3.6% sales volume decline.  This decline in gross
sales was offset by a decrease  of 11.1% in  discounts  and  allowances  for the
first  quarter 2005 versus 2004.  The decline in discounts  and  allowances  was
driven by lower promotional expense  year-over-year due to higher promoted price
points  in the route  geographies.  In  addition,  the cost of  product  returns
decreased for route sales.

Route net sales  were up 1.1% in the first  quarter  2005  versus  2004,  driven
primarily by the lower promotional  expense, as mentioned above, and an increase
in sales from the Tastykake  Sensables product line, which launched in the third
quarter 2004.  These  improvements  were partially offset by a decline in Family
Pack volume due to the higher  promoted  price points in the first  quarter 2005
versus the first  quarter a year ago.  Non-route  net sales were up 3.8% for the
first  quarter  2005  compared  to the same period in 2004 due to an increase in
sales to certain existing direct sales customers.

Cost of Sales

Cost of sales, excluding  depreciation,  for the first quarter of 2005 decreased
by 1.1%.  This  decrease  in cost of sales  dollars was driven by the 3.6% sales
volume  decline in the first  quarter 2005  compared to 2004.  This decrease was
partially  offset by  significant  increases  in utility  expenses  in the first
quarter  2005  compared  to same  quarter a year ago. As a  percentage  of gross
sales,  cost of sales  increased  1.0  percentage  point  to 39.5% in the  first
quarter 2005 from 38.5% in the first quarter of 2004.

Gross Margin

Gross margin after depreciation, was 32.4% of net sales for the first quarter of
2005  compared to 30.7% in the first  quarter  2004.  The 1.7  percentage  point
improvement resulted from the improved price realization on net sales, partially
offset by the cost of sales increases.

Selling, General and Administrative Expenses

Selling,  general  and  administrative  expenses  for the first  quarter of 2005
increased $1,077, or 9.3%, compared to the first quarter in 2004. This change is
attributed  to  increased  investment  in the sales and  information  technology
organizations, as well as increased marketing expense compared to last year. The
increase was also  attributed  to consultant  costs  incurred to assist with the
completion  of  internal   control  testing  required  by  Section  404  of  the
Sarbanes-Oxley  Act  of  2002,  as  amended.  In  addition,  there  were  higher
consulting costs associated with enhanced  Enterprise  Resource Planning support
in the month of January 2005.  These increases were partially  offset by a first
quarter  reduction  in pension  expense  during the  conversion  of the  defined
benefit pension plan to a defined contribution pension plan.





                                    13 of 20
<PAGE>


Depreciation

Depreciation expense in the first quarter of 2005 increased 4.1% compared to the
same period a year ago.  This is a result of the increase in  depreciation  from
the new Enterprise Resource Planning system implemented in the fourth quarter of
2004,  partially  offset by assets related to the previous  Enterprise  Resource
Planning system that became fully depreciated at the end of 2004.

Non-Operating Items

Interest expense increased by $19 or 6.2%, in the first quarter of 2005 compared
to the first quarter of 2004. This is due to increased  average  interest rates,
partially  offset by a decrease  in the  average  borrowing  levels in the first
quarter 2005 versus the same period a year ago. The company is exposed to market
risk relative to its interest  expense as its notes  payable and long-term  debt
have floating interest rates that vary with the conditions in the credit market.
It is expected  that a one  percentage  point  increase in interest  rates would
result in additional quarterly expense of approximately $40, pre-tax.

The effective  income tax rate was 19.0% and 37.2% for the thirteen  weeks ended
March 26,  2005 and March 27,  2004,  respectively.  These  rates  compare  to a
federal  statutory rate of 34%. In 2005,  the  difference  between the effective
rate and the  statutory  rate is the  result of  estimated  state  tax  benefits
generated  from state tax losses as well as state and  federal  tax  credits and
adjustments related to prior year estimates. In 2004, the difference between the
effective tax rate and the statutory tax rate is  principally  due to the effect
of state income taxes. For the balance of 2005, the company expects an effective
income tax rate of 34.0%.

Liquidity and Capital Resources

Current  assets at March 26, 2005 were  $33,120  compared to $30,153 at December
25, 2004, and current  liabilities at March 26, 2005,  were $24,588  compared to
$23,384 at  December  25,  2004.  The  increase in current  assets is  primarily
related to a seasonal increase in accounts receivable, net of the allowance. The
accounts  receivable  allowance  increased by $733 which can be  attributed to a
reserve for customer credits not yet issued for certain  promotional  deals. The
increase in current  liabilities  in the first  quarter of 2005 was  principally
related  to an  increase  in short  term notes  payable,  partially  offset by a
decrease in accounts payable and other accrued expenses.

Historically,  the company has been able to generate  sufficient amounts of cash
from  operations.  Bank  borrowings  are  used  to  supplement  cash  flow  from
operations during periods of cyclical shortages. A Credit Facility is maintained
with two banks and certain capital and operating leases are utilized.

On January 31, 2002, the company  entered into a new $40 million Credit Facility
(Facility)  with two banks (the Bank Group) to replace its  short-term  lines of
credit and the former Revolving Credit Agreement. The agreement was subsequently
amended on January 23, 2004 to reduce the commitments  under the Facility to $30
million.  The  Facility,  as  amended,   provides  $10  million  for  short-term
borrowings under a 364-day line and $20 million for long-term borrowings under a
three year revolving line. The 364-day line contains a $6 million  sub-limit for
overnight  borrowings  and the revolving line allows for the issuance of Standby
Letters of Credit up to $6  million,  which  reduce the  availability  under the
Facility.  Upon  approval of the Bank Group,  the terms of both the 364-day line
and the  revolving  line may be  extended  for an  additional  364-day or annual
period, respectively. Interest rates in the Facility are indexed to LIBOR or the
Prime Rate based upon the company's ratio of debt to EBITDA and rates may change
up to 1.5%  based on that  ratio.  Commitment  fees are  charged  on the  unused
portion of the Facility and range from 30 to 45 basis points based upon the same
ratio used to determine  interest  rates.  The  Facility,  as amended,  contains
restrictive  covenants  that  require the  maintenance  of minimum  Tangible Net
Worth,  that limit the amount of capital  expenditures and that limit the ratios
of EBITDA to certain  fixed  charges and total  indebtedness.  The Facility also
provides the Bank Group with a security  interest in all unencumbered  assets of
the company  including certain real property through the second quarter of 2005.
After that date,  the security  interest may be terminated if certain  objective
measures are met.




                                    14 of 20
<PAGE>



In the first  quarter  of 2005,  the  company  and the Bank  Group  amended  the
Facility 1) to waive certain  covenant  violations  that existed on December 25,
2004;  2) to amend the  Facility's  definitions  to exclude  the  effects of the
company's  2004 pension  expense in excess of its 10% corridor;  3) to amend the
limit on capital  expenditures for 2005 to $10 million;  4) to amend the minimum
Tangible Net Worth  required;  and 5) to extend the maturity of the 364-day line
to March 20, 2006. The waivers obtained cured the company's covenant  violations
for its 2004 capital expenditures and its required minimum Tangible Net Worth.

Net cash from  operating  activities for the thirteen weeks ended March 26, 2005
decreased  by $4,557  compared to the same  period in 2004.  This  decrease  was
driven by an unfavorable  change in assets and  liabilities in the first quarter
of 2005 compared to the change in first quarter of 2004. The unfavorable  change
in assets and liabilities  resulted from an increase in accounts receivable that
was greater  than the increase in the prior year.  There was also a  significant
decrease  in  accounts  payable  that was larger  than the  decrease  during the
comparable  period last year.  Non-cash  adjustments  decreased for the thirteen
weeks  ended  March 26,  2005  compared  to the same  period  in 2004.  This was
partially offset by lower cash restructure payments in the first quarter of 2005
compared to the same period in 2004.

Net cash used for investing  activities  for the thirteen  weeks ended March 26,
2005  decreased  by $1,252  relative  to the same  period in 2004.  In the first
quarter of 2005, there was a $1,756 decrease in capital expenditures relative to
the prior  year.  During  the  first  quarter  in 2004,  the  company  began the
implementation  of  its  new  Enterprise  Resource  Planning  system.  Partially
offsetting this decrease in capital  expenditures was an increase of $496 in the
net expenditures for financing  activity to the independent  sales  distributors
relative to the same period last year, which is due to the timing of settlements
for independent sales distributor financing.

Net cash from  financing  activities for the thirteen weeks ended March 26, 2005
increased by $3,236 relative to the comparable period in 2004 due primarily to a
$4,300 increase in the short-term borrowing position offset by a $1,000 decrease
in additional long-term debt.

For the  remainder  of  2005,  the  company  anticipates  that  cash  flow  from
operations,  along with the continued  availability  of credit under the Amended
Facility,   will  provide  sufficient  cash  to  meet  operating  and  financing
requirements.

Forward-Looking Statements

Certain  matters  discussed  in this Report,  including  those under the heading
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations,"  contain  "forward-looking  statements"  within the  meaning of the
Private  Securities  Litigation  Reform Act of 1995, and are subject to the safe
harbor created by that Act. These  forward-looking  statements can be identified
by the  use of such  words  as  "anticipate,"  "believe,"  "could,"  "estimate,"
"expect," "intend," "may," "plan," " predict," "project," "should," "would," "is
likely to," or "is expected to" and other similar terms.  They include  comments
about competition in the baking industry,  concentration of customers, commodity
prices, consumer preferences,  long-term receivables, inability to develop brand
recognition in the company's expanded market, production and inventory concerns,
loss of one or both of the  company's  production  facilities,  availability  of
capital,   fluctuation  in  interest  rates,  governmental  regulations,   legal
proceedings,  pension expense, protection of the company's intellectual property
and trade secrets and other statements  contained herein that are not historical
facts. Because such forward-looking  statements involve risks and uncertainties,
various  factors  could cause  actual  results to differ  materially  from those
expressed  or implied by such  forward-looking  statements,  including,  but not
limited to, changes in general economic or business conditions nationally and in
the company's primary markets, the availability of capital upon terms acceptable
to the  company,  the  availability  and prices of raw  materials,  the level of
demand for the company's products, the outcome of legal proceedings to which the
company is or may become a party, the actions of competitors within the packaged
food  industry,  changes in  consumer  tastes or eating  habits,  the success of
business  strategies  implemented by the company to meet future challenges,  and
the ability to develop and market in a timely and efficient  manner new products
which  are  accepted  by  consumers.  The  reader  should  review  "Management's
Discussion  and Analysis" and "Risk Factors" in the company's 2004 Annual Report
to  Shareholders  and in the  company's  annual report on Form 10-K for the year
ended  December 25, 2004,  for a more complete  discussion of other risk factors
which may affect the company's financial position or operating performance.




                                    15 of 20
<PAGE>



Item 3.       Quantitative and Qualitative Disclosures about Market Risk

The company is exposed to market risk  relative to its  interest  expense as its
notes payable and long-term debt have floating interest rates that vary with the
conditions in the credit markets and the company's financial performance.  It is
expected that a one percentage  point increase in interest rates would result in
additional   quarterly  expense  of  approximately  $40.  Under  current  market
conditions, the company believes that changes in interest rates would not have a
material impact on the financial statements of the company. The company also has
notes receivable from independent  sales  distributors  whose rates adjust every
three years,  which would  partially  offset the  fluctuations  in the company's
interest  rates on its notes  payable.  The  company  also has the right to sell
these  notes   receivable,   and  could  use  these   proceeds  to  liquidate  a
corresponding  amount of the notes payable.  For a more detailed explanation see
the company's  2004 Annual  Report on Form 10-K  "Quantitative  and  Qualitative
Disclosure about Market Risk," page 16.




                                    16 of 20
<PAGE>



Item 4.  Controls and Procedures

(a)          Evaluation of Disclosure Controls and Procedures

The company maintains a system of disclosure controls and procedures designed to
provide  reasonable  assurance that information  required to be disclosed in the
company's reports filed or submitted pursuant to the Securities  Exchange Act of
1934, as amended (the "Exchange  Act"), is recorded,  processed,  summarized and
reported  within  the time  periods  specified  in the  rules  and  forms of the
Securities and Exchange Commission  ("SEC").  Disclosure controls and procedures
include,  without  limitation,  controls and procedures  designed to ensure that
such  information is accumulated and  communicated to the company's  management,
including  its  Chief  Executive  Officer  and  Chief  Financial   Officer,   as
appropriate, to allow timely decisions regarding required disclosure.

The  company  carried  out an  evaluation,  under the  supervision  and with the
participation  of management,  including the Chief  Executive  Officer and Chief
Financial  Officer,  of the design and  operation  of the  company's  disclosure
controls  and  procedures  as of the end of the period  covered by this  report.
Based on this  evaluation,  the  company's  Chief  Executive  Officer  and Chief
Financial  Officer  concluded  that  the  company's   disclosure   controls  and
procedures  were not  effective  at  March  26,  2005  because  of the  material
weaknesses in internal  control over financial  reporting  related to accounting
for income  taxes and payroll as fully  described  in our Annual  Report on Form
10-K for the year ended December 25, 2004.

We performed  additional  analysis and other post-closing  procedures to provide
assurances that our Consolidated Financial Statements are prepared in accordance
with generally accepted accounting principles.  Accordingly, management believes
that the  financial  statements  included in this report  fairly  present in all
material respects our financial condition,  results of operations and cash flows
for the periods presented.

(b)         Changes in Internal Control over Financial Reporting

The company has made changes in its internal  control over  financial  reporting
during the period  covered by this  report  that have  materially  affected  the
company's internal control over financial reporting. In particular,  the company
implemented the following  enhancements  to its internal  control over financial
reporting  related to the material  weaknesses  described in the company's  Form
10-K for the year ended December 25, 2004:

     1.   Accounting for Income Taxes: The company has i) implemented additional
          monitoring  controls through increased  documented  management review;
          ii) fully  documented the  methodology  and tools for  calculating and
          reporting  tax related  transactions;  iii) enhanced the formality and
          rigor of controls for reconciliation procedures; and iv) increased use
          of a third party  service  provider for the more complex  areas of the
          company's income tax compliance  efforts.  The  enhancements  have not
          been in place for a sufficient  length of time to allow  management to
          obtain a large enough sample size to complete  remediation  testing on
          these  controls.  Nevertheless,  the  enhancements  have allowed us to
          maintain a reasonable level of assurance regarding the amount of taxes
          recorded in this report.

     2.   Payroll:  Effective  March 2005,  the  company  made  improvements  to
          segregation  of duties and formalized  and  implemented  more rigorous
          approval  policies and procedures.  The enhancements  have not been in
          place for a sufficient  length of time to allow management to obtain a
          large  enough  sample  size to complete  remediation  testing on these
          controls. Nevertheless, the enhancements have allowed us to maintain a
          reasonable   level  of  assurance   regarding   payroll  expenses  and
          liabilities recorded in this report.




                                    17 of 20
<PAGE>



     3.   Spare Parts  Inventory:  During the first quarter of 2005, the company
          formalized  and  enhanced  management's  process for  documenting  and
          executing cycle counts,  performing analytical procedures  surrounding
          parts issues, and assuring  authorization of price and use of parts on
          a monthly basis. These enhancements have been in place long enough for
          management   to  obtain  a  large  enough   sample  size  to  complete
          remediation testing. Remediation testing evidenced that these controls
          give the company a  reasonable  level of assurance  that  expenses and
          assets related to spare parts are properly reflected in this report.

There  were no  additional  changes in the period  covered by this  report  that
materially  affected,  or  are  reasonably  likely  to  materially  affect,  the
company's internal control over financial reporting.

Item 5.  Other Information

The  company's  definitive  proxy  statement  for the  2005  Annual  Meeting  of
Shareholders  (filed with the SEC on April 8, 2005)  incorrectly  reported  that
283,106  shares of common stock were  available for future grants under the 2003
Long Term  Incentive  Plan as of December 25, 2004.  The actual number of shares
available  was  4,894.  Accordingly,  the  second  paragraph  on  page 19 of the
definitive proxy statement should now read as follows: "As of December 25, 2004,
the 2003 Long Term Incentive Plan had 4,894 shares of common stock available for
future  grants of stock  options,  restricted  stock and other  awards under the
Plan."


                                    18 of 20
<PAGE>


TASTY BAKING COMPANY AND SUBSIDIARIES

PART II.      OTHER INFORMATION

Item 2.       Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

On July 28, 2004, the Board of Directors  renewed the company's stock repurchase
program  originally  adopted in July 2003.  Under the  program,  the company may
acquire up to 400,000  shares of Tasty Baking  Company  common  stock,  which is
approximately  5% of the  shares  outstanding,  through  July  29,  2006.  These
purchases  may be  commenced  or suspended  without  prior  notice  depending on
then-existing  business or market  conditions and other  factors.  The following
chart sets forth the amounts of the company's common stock purchased on the open
market by the  company  during the first  quarter of fiscal 2005 under the stock
repurchase plan.
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
       Period            (a) Total       (b) Average    (c) Total Number of Shares       (d) Maximum Number (or
                      Number of Shares   Price Paid      (or Units) Purchased as      Approximate Dollar Value) of
                         (or Units)          per        Part of Publicly Announced     Shares (or Units) that may
                         Purchased          Share           Plans or Programs          yet be purchased Under the
                                          (or Unit)                                        Plans or Programs
--------------------------------------------------------------------------------------------------------------------
<S>                        <C>               <C>                <C>                       <C>
   December 26 -             -                 -                    -                       388,600
     January 29
--------------------------------------------------------------------------------------------------------------------
    January 30-              -                 -                    -                       388,600
    February 26
--------------------------------------------------------------------------------------------------------------------
   February 27-
     March 26                4,500             $8.43              4,500                     384,100
--------------------------------------------------------------------------------------------------------------------
           Total             4,500             $8.43              4,500                     384,100
--------------------------------------------------------------------------------------------------------------------
</TABLE>

Item 6.       Exhibits and Reports on Form 8-K

     (a)      Exhibits:

              Exhibit  3 -  Bylaws  of  company,  amended  March  22,  2005  are
              incorporated  herein by reference to Exhibit 3(b) to Form 10-K for
              the fiscal year ended December 25, 2004.

              Exhibit 10.1 - Sixth Amendment to Credit Agreement,  dated January
              21, 2005, by and among the company and PNC Bank, N.A. and Citizens
              Bank of  Pennsylvania  is  incorporated  herein  by  reference  to
              Exhibit 10(r) to Form 10-K for the fiscal year ended  December 25,
              2004.

              Exhibit  10.2 -Waiver and Seventh  Amendment to Credit  Agreement,
              dated  February 28,  2005,  by and among the company and PNC Bank,
              N.A. and Citizens Bank of Pennsylvania  is incorporated  herein by
              reference to Exhibit  10(s) to Form 10-K for the fiscal year ended
              December 25, 2004.

              Exhibit  10.3 - Eighth  Amendment to the Credit  Agreement,  dated
              March 21,  2005,  by and among the company and PNC Bank,  N.A. and
              Citizens Bank of Pennsylvania is incorporated  herein by reference
              to Exhibit  10(t) to Form 10-K for the fiscal year ended  December
              25, 2004

              Exhibit 31.1 - Certification  of Chief Financial  Officer pursuant
              to Section 302 of the Sarbanes-Oxley Act of 2002

              Exhibit 31.2 - Certification  of Chief Executive  Officer pursuant
              to Section 302 of the Sarbanes-Oxley Act of 2002

              Exhibit 32 - Certification  pursuant to 18 U.S.C. Section 1350, as
              adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



                                    19 of 20
<PAGE>

                      TASTY BAKING COMPANY AND SUBSIDIARIES

                                    SIGNATURE
                                    ---------

Pursuant to the requirements of the Securities Exchange Act of 1934, the company
has duly  caused  this  report  to be signed  on its  behalf by the  undersigned
thereunto duly authorized.





                                                     TASTY BAKING COMPANY
                                                 -------------------------------
                                                           (Company)








               May 5, 2005                            /s/ David S. Marberger
              ------------                      -------------------------------
                 (Date)                               DAVID S. MARBERGER
                                                   SENIOR VICE PRESIDENT AND
                                                    CHIEF FINANCIAL OFFICER
                                                   (Principal Financial and
                                                       Accounting Officer)












                                    20 of 20
<PAGE>