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 27, 2004
                                      --------------

( )  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                             8,091,671
--------------------------------------------------------------------------------
       (Title of Class)                          (No. of Shares Outstanding
                                                    as of April 29, 2004)



                                     1 of 17



<PAGE>


                      TASTY BAKING COMPANY AND SUBSIDIARIES


                                      INDEX


                                                                          Page


PART I.    FINANCIAL INFORMATION

Item 1.    Financial Statements

           Consolidated Balance Sheets
           March 27, 2004 and December 27, 2003.............................3

           Consolidated Statements of Operations
           Thirteen weeks ended March 27, 2004 and March 29, 2003...........4

           Consolidated Statements of Cash Flows
           Thirteen weeks ended March 27, 2004 and March 29, 2003...........5

           Notes to Consolidated Financial Statements....................6-10

Item 2.    Management's Discussion and Analysis of Financial
           Condition and Results of Operations..........................11-14

Item 3.    Quantitative and Qualitative Disclosures
           About Market Risk ..............................................15

Item 4.    Controls and Procedures.........................................15


PART II.   OTHER INFORMATION

Item 6.    Exhibits and Reports on Form 8-K................................16

Signature .................................................................17




                                    2 of 17

<PAGE>

 PART I. FINANCIAL INFORMATION
 Item 1. Financial Statements

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

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------
                                                        March 27,       December 27,
                                                          2004             2003
------------------------------------------------------------------------------------
<S>                                                    <C>               <C>
 Assets
 Current assets:
      Cash                                              $     29         $     33
      Receivables, less allowance of $4,333
        and $3,648, respectively                          20,504           19,503
      Inventories                                          5,852            5,730
      Deferred income taxes                                3,902            3,902
      Prepayments and other                                3,630            3,271
                                                        -------------------------
         Total current assets                             33,917           32,439
                                                        -------------------------
 Property, plant and equipment:
      Land                                                 1,098            1,098
      Buildings and improvements                          40,288           40,288
      Machinery and equipment                            160,417          158,286
                                                        -------------------------
                                                         201,803          199,672
      Less accumulated depreciation                      137,886          136,156
                                                        -------------------------
                                                          63,917           63,516
                                                        -------------------------
 Other assets:
 Long-term receivables from sales distributors            11,084           11,253
 Deferred income taxes                                     9,268            9,267
 Other                                                       768              768
                                                        -------------------------
                                                          21,120           21,288
                                                        -------------------------
 Total assets                                           $118,954         $117,243
                                                        =========================
 Liabilities
 Current liabilities:
      Current obligations under capital leases          $    639         $    634
      Notes payable, banks                                 4,700            4,900
      Accounts payable                                     8,718            9,261
      Accrued payroll and employee benefits                6,730            6,013
      Reserve for restructures                               976            1,331
      Other                                                2,014            2,280
                                                        -------------------------
         Total current liabilities                        23,777           24,419
 Long-term debt                                           10,000            8,000
 Long-term obligations under capital leases,
      less current portion                                 4,545            4,705
 Reserve for restructures, less current portion              871            1,044
 Accrued pensions and other liabilities                   20,458           19,938
 Postretirement benefits other than pensions              16,789           16,718
                                                        -------------------------
 Total liabilities                                        76,440           74,824
                                                        -------------------------

 Shareholders' equity
      Common stock                                         4,558            4,558
      Capital in excess of par value of stock             29,390           29,393
      Retained earnings                                   22,719           22,641
                                                        -------------------------
                                                          56,667           56,592
      Less:
      Accumulated other comprehensive loss                 1,236            1,236
      Treasury stock, at cost                             12,560           12,545
      Management Stock Purchase Plan
           receivables and deferrals                         357              392
                                                        -------------------------
                                                          42,514           42,419
                                                        -------------------------
 Total liabilities and shareholders' equity             $118,954         $117,243
                                                        =========================

</TABLE>




See Notes to Consolidated Financial Statements.


                                                    3 of 17


<PAGE>
                                     TASTY BAKING COMPANY AND SUBSIDIARIES
                                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                                  (unaudited)
                                       (000's, except per share amounts)

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
                                                  For the Thirteen Weeks Ended
                                                March 27, 2004    March 29, 2003
--------------------------------------------------------------------------------

<S>                                                <C>               <C>
Gross Sales                                        $ 68,360          $ 64,372
Less discounts and allowances                       (27,882)          (23,388)
                                                   --------------------------
Net Sales                                            40,478            40,984
                                                   --------------------------
Costs and expenses:
       Cost of sales                                 26,230            27,984
       Depreciation                                   1,730             1,739
       Selling, general and administrative           11,672            10,790
       Restructure charge net of reversals             --                (220)
       Interest expense                                 303               201
       Other income, net                               (226)             (252)
                                                   --------------------------
                                                     39,709            40,242
                                                   --------------------------
Income before provision for
       income taxes                                     769               742

Provision for income taxes                              286               260
                                                   --------------------------

Net income                                         $    483          $    482
                                                   ==========================


Average common shares outstanding:
            Basic                                     8,096             8,099
            Diluted                                   8,113             8,099


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

</TABLE>









See Notes to Consolidated Financial Statements.

                                                    4 of 17



<PAGE>

                                     TASTY BAKING COMPANY AND SUBSIDIARIES
                                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                  (unaudited)
                                                    (000's)

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
                                                                       For the Thirteen Weeks Ended
                                                                     March 27, 2004    March 29, 2003
-----------------------------------------------------------------------------------------------------

<S>                                                                     <C>               <C>
Cash flows from (used for) operating activities
     Net income                                                          $   483          $   482
     Adjustments to reconcile net income to net
          cash provided by operating activities:
          Depreciation                                                     1,730            1,739
          Restructure charge net of reversals                               --               (220)
          Restructure payments                                              (528)            (681)
          Pension expense                                                    527              520
          Other                                                               89             (343)
     Changes in assets and liabilities:
          Increase in receivables                                         (1,002)          (2,718)
          Decrease (increase) in inventories                                (122)             495
          Decrease (increase) in prepayments and other                      (359)             517
          Increase (decrease) in accounts payable, accrued
            payroll and accrued liabilities                                  (91)           2,217
                                                                      -------------------------------
     Net cash from operating activities                                      727            2,008
                                                                      -------------------------------

Cash flows from (used for) investing activities
     Purchase of property, plant and equipment                            (2,148)            (593)
     Proceeds from independent sales distributor loan repayments             741              858
     Loans to independent sales distributors                                (573)            (733)
     Other                                                                     9               (3)
                                                                      -------------------------------

     Net cash used for investing activities                               (1,971)            (471)
                                                                      -------------------------------

Cash flows from (used for) financing activities
     Dividends paid                                                         (405)            (405)
     Payment of long-term debt                                              (155)             (58)
     Net increase (decrease) in short-term debt                             (200)          (1,300)
     Additional long-term debt                                             2,000             --
                                                                      -------------------------------

     Net cash from (used for) financing activities                         1,240           (1,763)
                                                                      -------------------------------

     Net decrease in cash                                                     (4)            (226)

     Cash, beginning of year                                                  33              282
                                                                      -------------------------------

     Cash, end of period                                                 $    29          $    56
                                                                      ===============================


     Supplemental Cash Flow Information:
     Cash paid during the period for:
          Interest                                                       $   325          $   157
                                                                      ===============================
          Income taxes                                                   $     7          $    41
                                                                      ===============================

</TABLE>









 See Notes to Consolidated Financial Statements.

                                                            5 of 17


<PAGE>


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


1.     Significant Accounting Policies
       -------------------------------

       Interim Financial Information

       In the opinion of management,  the  accompanying  unaudited  consolidated
       financial  statements  contain  all  normal  and  recurring   adjustments
       necessary to present  fairly the financial  position of the company as of
       March 27, 2004,  and December 27, 2003, the results of its operations for
       the  thirteen  weeks ended March 27, 2004,  and March 29, 2003,  and cash
       flows for the thirteen  weeks ended March 27,  2004,  and March 29, 2003.
       These  unaudited  consolidated  financial  statements  should  be read in
       conjunction  with the  consolidated  financial  statements  and footnotes
       thereto in the company's 2003 Annual Report to Shareholders. In addition,
       the results of  operations  for the thirteen  weeks ended March 27, 2004,
       are not necessarily indicative of the results to be expected for the full
       year.

       Property and Depreciation

       During the quarter,  the company performed a comprehensive  review of the
       estimated  useful lives of all asset  classes.  As a result,  the company
       evaluated  the  utilization  of  certain   machinery  and  equipment  and
       determined  that its useful  lives  should be extended to 15 years from 7
       years,  consistent with similar assets already being  depreciated over 15
       years. The useful lives of buildings and improvements  were  standardized
       at 39 years from 15 to 35 years. These changes in estimates resulted in a
       decrease of  depreciation  expense by $402 for the first  quarter.  Also,
       depreciation  expense  increased  in the first  quarter  by $381 due to a
       change  in  estimated  useful  lives  of  certain  machinery,   leasehold
       improvements and the current  Enterprise  Resource  Planning (ERP) system
       which is  expected to be  replaced  within the next year.  The company is
       currently evaluating the scope, timeline and specific implementation date
       for the new ERP system and will provide additional  information regarding
       the project in the future.

       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 outstanding stock options.


                                    6 of 17
<PAGE>


       Stock-Based Compensation

       In December of 2002, the 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.

                                                        Thirteen Weeks Ended
                                                       3/27/04         3/29/03
                                                      ------------------------
       Net income as reported                         $     483       $    482

       Deduct: Total stock-based employee
       compensation expense determined under fair
       value method, net of related tax effects             (61)           (21)
                                                      ------------------------
       Pro forma net income                           $     422       $    461
                                                      ========================

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

       Pension Plan

       The  company's  funding  policy  for its  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.  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.

       Prior Period Reclassifications

       Amounts have been reclassified in the company's  statements of operations
       and statements of cash flows for the thirteen weeks ended March 29, 2003,
       for comparative purposes.


2.     Restructure Charges
       -------------------

       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.


                                    7 of 17

<PAGE>

       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     Fixed Assets      Other        Total
                               -----------     ---------     ------------      -----        -----
<S>                            <C>            <C>              <C>           <C>        <C>
     Balance Dec. 28, 2002       $ 2,078       $ 3,403       $   326       $   178       $ 5,985
Q1 2003 Reclass of PP&E             --            --            (326)         --            (326)
Q1 2003 Reversal of Reserve         (220)         --            --            --            (220)
Q1 2003 Payments                    (165)         (475)         --             (41)         (681)
                                 -------       -------       -------       -------       -------
     Balance March 29, 2003        1,693         2,928          --             137         4,758
Q2 2003 Reversal of Reserve          (95)         --            --            --             (95)
Q2 2003 Payments                    (229)         (460)         --             (40)         (729)
                                 -------       -------       -------       -------       -------
     Balance June 28, 2003         1,369         2,468          --              97         3,934
Q3 2003 Reversal of Reserve         (129)         --            --            --            (129)
Q3 2003 Payments                    (154)         (363)         --             (18)         (535)
                                 -------       -------       -------       -------       -------
     Balance Sept. 27, 2003        1,086         2,105          --              79         3,270
Q4 2003 Restructure Charges         --             429          --            --             429
Q4 2003 Reclass of SERP             --            (683)         --            --            (683)
Q4 2003 Reversal of Reserve          (56)         --            --            --             (56)
Q4 2003 Payments                    (217)         (366)         --              (2)         (585)
                                 -------       -------       -------       -------       -------
     Balance Dec. 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
                                 =======       =======       =======       =======       =======
</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.


3.     Inventories
       -----------

       Inventories are classified as follows:

<TABLE>
<CAPTION>
                                                                         3/27/04                   12/27/03
                                                                 ------------------------------------------
<S>                                                              <C>                        <C>
       Finished goods                                            $         2,777            $         2,397
       Work in progress                                                      671                        740
       Raw materials and supplies                                          2,404                      2,593
                                                                 ------------------------------------------
                                                                 $         5,852            $         5,730
                                                                 ==========================================
</TABLE>


4.     Stock Option Plans
       ------------------

       On February 4, 2004,  and February 13, 2004,  10,000 and 20,000  options,
       respectively,  were granted to employees and directors of the company. Of
       the 30,000 granted  options,  there were 25,042 and 4,958 options granted
       under the 1997 Long Term  Incentive Plan and the 1994 Long Term Incentive
       Plan,  respectively.  Under these grants, the options vest in three equal
       installments  beginning  on the first  anniversary  date with a five year


                                    8 of 17

<PAGE>

       retention  period from the date of grant.  The option price is determined
       by the Compensation  Committee of the Board and, in the case of incentive
       stock  options,  will be no less than the fair market value of the shares
       on the date of grant. Options lapse at the earlier of the expiration date
       of the option term specified by the  Compensation  Committee of the Board
       (not more than ten years from the date of grant in the case of  incentive
       stock  options) or three months  following  the date on which  employment
       with the company terminates.


5.     Credit Facility
       ---------------

       On  January  31,  2002,  the  company  entered  into  a  Credit  Facility
       (Facility)  for $40 million with two banks.  This  Facility  replaced all
       existing  short-term lines of credit and the Revolving Credit  Agreement.
       Under the Facility,  $15 million was available on a 364-day basis and $25
       million was available on a three-year  revolving term, both of which were
       renewable  annually  for an  extension  of one year upon  approval of the
       banks.  The Facility  interest rate is indexed with the LIBOR rate or the
       prime rate (Index Rate), and it contained  restrictive  covenants,  which
       included  provisions for the maintenance of tangible net worth,  coverage
       of fixed charges,  and restrictions on total  indebtedness to EBITDA. The
       364-day  portion of the Facility  contained a sub-limit of $6 million for
       overnight  "Swing Line"  borrowings.  The revolving  portion  allowed for
       Standby Letters of Credit to be issued,  reducing the availability  under
       the Facility.

       On January 23,  2004,  the company  amended  its  Facility  with its bank
       group. This Amended Credit Facility (Amended Facility) is for $30 million
       and replaces the $40 million Facility.  The Amended Facility provides for
       $10 million on a 364-day basis and $20 million  available on a three-year
       revolving term. The terms of the Amended  Facility  require the same type
       of covenants as those in the Facility,  and provide the bank group with a
       security  interest in all unencumbered  assets of the company,  and limit
       capital  expenditures  to $9  million  dollars  in 2004 and to a mutually
       agreed upon amount thereafter.  The Amended Facility requires the payment
       of a fee.  Interest rates are determined  using a variable  credit spread
       added to the Index Rate. Commitment fees are determined on the same basis
       without the addition of a base rate. The credit spread varies relative to
       the  company's  debt level and  adjusted  pre-tax  earnings.  The current
       credit  spread is in the  highest of four tiers and it may decline as the
       performance  of the  company  improves.  The range of credit  spreads for
       interest  rates is 1.5% and the range of credit  spreads  for  commitment
       fees is  .15%.  The  company  expects  to be in  compliance  with the new
       covenants this year.


6.     Pension and Supplemental Retirement Costs
       -----------------------------------------

       Components of Net Periodic Cost
<TABLE>
<CAPTION>
                                                                                   Thirteen Weeks Ended
                                                                                 3/27/04            3/29/03
                                                                             ------------------------------
<S>                                                                          <C>                 <C>
       Service cost                                                          $       352         $      334
       Interest cost                                                               1,287              1,215
       Expected return on plan assets                                             (1,124)            (1,043)
       Amortization of prior service costs                                            (1)                (2)
       Amortization of net (gain) loss                                                13                 16
                                                                             ------------------------------
       Net periodic benefit cost                                             $       527         $      520
                                                                             ==============================
</TABLE>

       Employer Contributions

       The company previously  disclosed in its financial statement for the year



                                    9 of 17

<PAGE>

       ended December 27, 2003,  that it was not required to make  contributions
       to its pension plan in 2004. As of March 27, 2004, no contributions  have
       been  made.  The  company  will  evaluate   whether  or  not  to  make  a
       contribution to the plan before September 15, 2004.


7.     Postretirement Benefits Other than Pensions
       -------------------------------------------

       Components of Net Periodic Postretirement Benefit Cost

<TABLE>
<CAPTION>
                                                                                   Thirteen Weeks Ended
                                                                                 3/27/04            3/29/03
                                                                             ------------------------------
<S>                                                                          <C>                 <C>
       Service cost                                                          $       104         $       84
       Interest cost                                                                 236                247
       Net amortization and deferral                                                   -                (32)
                                                                             ------------------------------
       Net periodic benefit cost                                             $       340         $      299
                                                                             ==============================
</TABLE>

       Employer Contributions

       Estimated company contributions for the first quarter of 2004 are $290.



















                                    10 of 17

<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

The net income for the first quarter of 2004 was $483 or $.06 per diluted share.
Net income for the first quarter of 2003 was $482 or $.06 per diluted share. Net
income for 2003 included a $220 pre-tax  restructure  charge reversal due to the
favorable settlement of certain thrift store lease contracts.

Sales

Gross  sales  increased  by 6.2% in the first  quarter of 2004  relative  to the
comparable  quarter in 2003.  Gross sales in core route areas increased by 12.2%
due to price  increases  instituted on the family pack product line and pies and
the impact of the new route territories in Pittsburgh and Cleveland. Without the
increase from the new route  territories,  same route sales  increased 9.2% over
the first quarter of 2003.  Gross sales in non-route  areas decreased by 9.1% in
the first  quarter  of 2004 as  compared  to 2003.  The  decrease  is  primarily
attributable to the company's exit from business on the West Coast.

In the first quarter of 2004,  net sales  decreased by 1.2% compared to the same
period  last year.  The  decrease  in net sales was due to an  increase in price
promotion  spending in the route areas,  incurred to support price increases and
new packaging designs.  The decrease in net sales also was impacted by increased
product  returns and  commissions  associated with the new markets in Pittsburgh
and Cleveland.

Cost of Sales

Cost of sales for the first  quarter of 2004  decreased by 6.3%. As a percentage
of gross sales,  cost of sales  decreased 5.1 percentage  points to 38.4% in the
first  quarter  from 43.5% in the same quarter last year.  These  decreases  are
mostly  the  result  of  sales  volume   reductions  along  with  packaging  and
controllable  cost  reductions,  partially offset by the increased cost of eggs,
soy bean oil, butter and vanilla.

Gross Margin

Gross margin after  depreciation,  as a percentage  of net sales,  was 30.9% and
27.5% for the first quarters of 2004 and 2003, respectively. This 3.4 percentage
points  improvement  resulted from the combined  effect of the price  increases,
cost of  sales  decreases  and the  favorable  sales  mix of core  route  versus
non-route business.  These positive  improvements were partially offset by price
promotion spending.

Selling, General and Administrative Expenses

Selling,  general  and  administrative  expenses  for the first  quarter of 2004
increased by $882 or 8.2%  compared to the first  quarter of 2003.  The increase
was due to  investments  in personnel to fill key  positions  and an increase in
selling  expense  related to the expansion of the direct store  delivery  system
into the Pittsburgh and Cleveland markets.



                                    11 of 17
<PAGE>

Depreciation

Depreciation  expense in the first quarter of 2004 decreased .1% compared to the
first quarter of 2003. During the quarter, the company performed a comprehensive
review of the  estimated  useful lives of all asset  classes.  As a result,  the
company  evaluated  the  utilization  of certain  machinery  and  equipment  and
determined  that its useful  lives  should be extended to 15 years from 7 years,
consistent  with similar assets  already being  depreciated  over 15 years.  The
useful lives of buildings and improvements were standardized at 39 years from 15
to 35 years.  These changes in estimates  resulted in a decrease of depreciation
expense by $402 for the first quarter.  Also,  depreciation expense increased in
the first  quarter by $381 due to a change in estimated  useful lives of certain
machinery,  leasehold  improvements and the current Enterprise Resource Planning
(ERP) system which is expected to be replaced  within the next year. The company
is currently evaluating the scope, timeline and specific implementation date for
the new ERP system and will provide additional information regarding the project
in the future.

Non-Operating Items

Interest expense increased by 50.7% in the first quarter of 2004 compared to the
first quarter of 2003. The increase is due to increased average borrowing levels
and  increased  average  interest  rates.  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 $48.

The effective tax rate was 37.2% for the quarter ended March 27, 2004, and 35.0%
for the quarter ended March 29, 2003, which compares to a federal statutory rate
of 34%.  Differences  between the effective  rates and the statutory  rate arise
from the effect of state income taxes.

Liquidity and Capital Resources

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 Credit  Facility  (Facility) for
$40 million with two banks. This Facility replaced all existing short-term lines
of credit and the Revolving Credit  Agreement.  Under the Facility,  $15 million
was  available on a 364-day  basis and $25 million was available on a three-year
revolving  term,  both of which were renewable  annually for an extension of one
year upon approval of the banks. The Facility  interest rate is indexed with the
LIBOR  rate  or the  prime  rate  (Index  Rate),  and it  contained  restrictive
covenants,  which included provisions for the maintenance of tangible net worth,
coverage of fixed charges, and restrictions on total indebtedness to EBITDA. The
364-day  portion  of the  Facility  contained  a  sub-limit  of $6  million  for
overnight  "Swing Line"  borrowings.  The revolving  portion allowed for Standby
Letters of Credit to be issued, reducing the availability under the Facility.

On January 23, 2004, the company amended its Facility with its bank group.  This
Amended Credit Facility  (Amended  Facility) is for $30 million and replaces the
$40 million Facility. The Amended Facility provides for $10 million on a 364-day
basis and $20 million available on a three-year revolving term. The terms of the
Amended  Facility  require the same type of covenants as those in the  Facility,
and provide the bank group with a security  interest in all unencumbered  assets
of the company, and limit capital expenditures to $9 million dollars in 2004 and
to a mutually agreed upon amount thereafter. The Amended



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Facility  requires the payment of a fee.  Interest rates are determined  using a
variable  credit spread added to the Index Rate.  Commitment fees are determined
on the same basis without the addition of a base rate.  The credit spread varies
relative to the company's debt level and adjusted pre-tax earnings.  The current
credit  spread  is in the  highest  of  four  tiers  and it may  decline  as the
performance  of the company  improves.  The range of credit spreads for interest
rates is 1.5% and the range of credit spreads for  commitment  fees is .15%. The
company expects to be in compliance with the new covenants this year.

Net cash from operating  activities for the thirteen weeks ended March 27, 2004,
decreased  by $1,281  compared to the same  period in 2003.  This  decrease  was
driven by an unfavorable  change in assets and  liabilities in the first quarter
of 2004 compared to the first quarter of 2003. The unfavorable  change in assets
and liabilities  resulted  primarily from a decrease in accounts  payable during
2004  compared  to  a  significant  increase  in  the  first  quarter  of  2003.
Prepayments increased in the first quarter of 2004 relative to the first quarter
of 2003  due to the  payment  of a  long-term  maintenance  contract.  Inventory
increased due to additional  finished goods inventory  related to a frozen sales
program outside the core route region.  These unfavorable changes were partially
offset by a smaller increase in accounts receivable, relative to the prior year,
due to continued increased management focus on cash collections.

Net cash used for investing  activities  for the thirteen  weeks ended March 27,
2004, increased by $1,500 relative to the same period in 2003 principally due to
an increase of $1,555 in capital  expenditures  for the new Enterprise  Resource
Planning system and a new production line at the company's Oxford  manufacturing
location.

Net cash from financing  activities for the thirteen weeks ended March 27, 2004,
increased by $3,003  relative to the comparable  period in 2003, due to a $2,000
increase in long-term borrowing and $1,100 decrease in repayments for short-term
borrowing relative to the prior year.

For the  remainder  of  2004,  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  may  include
comments  about  legal  proceedings,  competition  within the  baking  industry,
availability  and  pricing  of  raw  materials  and  capital,  sales  growth  by
distribution  through  national sales  programs,  private  label,  food service,
institutional sales and other channels of distribution, changes in the company's
business  strategies  and  other  statements   contained  herein  that  are  not
historical  facts.  Because such  forward-looking  statements  involve risks and
uncertainties,  there are important  factors that could cause actual  results to
differ  materially  from those  expressed  or  implied  by such  forward-looking
statements  which  include  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" in the company's annual report on



                                    13 of 17
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Form 10-K for the year ended December 27, 2003 for a more complete discussion of
other  risk  factors  which may  affect  the  company's  financial  position  or
operating performance.































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Item 3.  Quantitative and Qualitative Disclosures About Market Risk
         ----------------------------------------------------------

The  company  has  certain  floating  rate  debt  notes.  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,  and,  therefore,  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.

Item 4.  Controls and Procedures
         -----------------------

The company maintains a system of disclosure controls and procedures designed to
provide reasonable assurance as to the reliability of its consolidated financial
statements  and  other  disclosures   included  in  this  report.   The  company
established a disclosure controls  committee,  which consists of certain members
of management. 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  are  effective at a reasonable  level of  assurance  for  gathering,
analyzing  and  disclosing  material  information  the  company is  required  to
disclose in the reports it files with the SEC  pursuant  to the  Securities  and
Exchange Act of 1934,  within the time periods  specified in the SEC's rules and
forms.  In addition,  the company  reviewed its internal  control over financial
reporting  and there have been no changes  during the  company's  first  quarter
covered  by  this  report  in the  company's  internal  control  over  financial
reporting,  to the extent  that  elements  of internal  control  over  financial
reporting  are subsumed  within  disclosure  controls and  procedures,  that has
materially affected, or is reasonably likely to materially affect, the company's
internal control over financial reporting.










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                      TASTY BAKING COMPANY AND SUBSIDIARIES

PART II.      OTHER INFORMATION


Item 6.       Exhibits and Reports on Form 8-K
              --------------------------------

(a) Exhibits:

              Exhibit 10 - Credit Agreement, as amended January 23, 2004, by and
              among  the  company  and  PNC  Bank,  N.A.  and  Citizens  Bank of
              Pennsylvania

              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

(b) Reports on Form 8-K

              The  company  filed the  following  reports on Form 8-K during the
              thirteen weeks ended March 27, 2004:

              On December 29, 2003,  the company  furnished a report on Form 8-K
              under Item 5, Other Events,  attaching a press release  announcing
              the  retirement of John M. Pettine as Executive Vice President and
              director of the company, effective December 27, 2003.

              On February 11, 2004,  the company  furnished a report on Form 8-K
              under  Item 12,  Results of  Operation  and  Financial  Condition,
              attaching a press release announcing its financial results for the
              fifty-two weeks and the fourth quarter ended December 27, 2003.



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                      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, 2004                         /s/David S. Marberger
-----------------              ------------------------------------
     (Date)                             DAVID S. MARBERGER
                                      SENIOR VICE PRESIDENT AND
                                       CHIEF FINANCIAL OFFICER
                                      (Principal Financial and
                                        Accounting Officer)


















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