<PAGE>             1

                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                                 Form 10-Q

                QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934


For Quarter Ended  March 29, 1997  Commission File Number   1 -
1361      



                      TOOTSIE ROLL INDUSTRIES, INC.              

       

            (Exact name of registrant as specified in its
charter)


                VIRGINIA                          22 - 1318955   

        
 
     (State or other jurisdiction of         (I.R.S. Employer
      incorporation or organization)          Identification
Number)


         7401 South Cicero Avenue
         Chicago, Illinois                          60629        

         
     (Address of principal executive offices)     (Zip Code)


Registrant's telephone number, including area code    (312) 838 -
3400     



                            None                                 

        
Former name, former address and former fiscal year, if changed
since last report.


Indicate by check mark whether the registrant (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
registrant was required to file such reports), and (2) has been
subject to
such filing requirements for the past 90 days.


                                                  Yes  X         

No    
Indicate the number of shares outstanding of each of the issuer's
classes of
common stock, as of the close of the period covered by this
report.

               Class                              Outstanding
     Common Stock, $.69 4/9 par value              16,018,418
     Class B Common Stock, $.69 4/9 par value       7,596,383

<TABLE>                         <PAGE>  2
                                PART I - FINANCIAL INFORMATION
                        TOOTSIE ROLL INDUSTRIES, INC. AND
SUBSIDIARIES
                         CONSOLIDATED STATEMENTS OF FINANCIAL
POSITION

<CAPTION>                                           (UNAUDITED)
ASSETS                                         March 29      
March 30          Dec. 31
 CURRENT ASSETS                                   1997         
1996             1996   
<S>                                        <C>             <C>   

       <C>
  Cash & Cash Equiv.                        $ 37,487,705    $
30,835,259   $ 45,658,799
  Marketable Securities                      105,068,687     
72,343,386     98,498,317
  Accounts Receivable
   Less Allowances of
   $2,074,000,$1,962,000 & $1,885,000         19,026,063     
23,195,231     21,207,346
  Inventories at Cost
   (Last-in,First-out):
  Finished Goods & Work in Process            27,939,041     
24,802,427     20,358,811
  Raw Material & Supplies                     12,348,294     
14,750,274      9,950,294
  Prepaid Expenses                             4,205,972      
4,638,565      3,000,580
  Deferred Income Taxes                        2,839,000      
2,923,000      2,839,000

   Total Current Assets                      208,914,762    
173,488,142    201,513,147

 PROPERTY, PLANT & EQUIPMENT,
(at Cost)
  Land                                         6,897,457      
6,906,137      6,895,126
  Building                                    28,643,304     
28,270,993     29,303,643
  Machinery & Equip.                         118,949,136    
117,799,121    117,130,552
                                             154,489,897    
152,976,251    153,329,321
 Less-Accumulated Deprec.
  and Amortization                            73,820,803     
66,586,207     71,642,018
                                              80,669,094     
86,390,044     81,687,303

OTHER ASSETS

  Intangibles                                 92,579,027     
95,285,327     93,255,603
  Miscellaneous Investment                        26,847         
52,535         26,847
  Misc. Other Assets                          16,666,584     
10,946,532     14,973,178
                                             109,272,458    
106,284,394    108,255,628

    Total Assets                            $398,856,314   
$366,162,580   $391,456,078
</TABLE>

<PAGE>   3
<TABLE>
<CAPTION>
                                                      (UNAUDITED)
LIABILITIES AND SHAREHOLDERS( EQUITY           March 29       
March 30        Dec. 31
 CURRENT LIABILITIES                              1997          
1996           1996   
<S>                                        <C>               <C> 

        <C>
  Notes Payable to Banks                    $          --     $
20,000,000  $         --
  Accounts Payable                              9,834,673       
8,675,287     8,560,080
  Dividends Payable                             1,756,365       
1,479,368     1,667,817
  Accrued Liabilities                          25,732,281      
19,482,384    28,239,763
  Fed. & State Income Taxes                    12,869,580      
10,918,211     9,716,422
    Total Current Liabilities                  50,192,899      
60,555,250    48,184,082

 NON-CURRENT LIABILITIES

  Ind.Dev.Bonds Ser.1992                        7,500,000       
7,500,000     7,500,000
  Post Retirement Benefits                      5,708,379       
5,479,722     5,636,085
  Deferred Compensation                         8,405,886       
4,435,990     7,986,782
  Deferred Fed.Inc.Taxes                        9,212,680       
9,053,268     9,268,550
    Total Non-Current Liabilities              30,826,945      
26,468,980    30,391,417

 SHAREHOLDERS( EQUITY

  Common Stk., $.69-4/9 par value-
   25,000,000 shares author.
   16,018,418,15,574,428 & 15,617,065
   respectively, issued                        11,123,762      
10,815,436    10,845,044
  Class B Common Stk $.69-4/9 par value-
   10,000,000 shares author.
   7,596,383, 7,429,625 & 7,386,988
   respectively issued                          5,275,200       
5,159,395     5,129,787
  Capital in Excess of Par Value              198,571,051     
171,588,958   171,588,958
  Retained Earnings                           114,002,206     
102,266,617   136,352,123
  Cumulative Translation Adjustment           (11,135,749)    
(10,692,056)  (11,035,333)
    Total Shareholders( Equity                317,836,470     
279,138,350   312,880,579
    Total Liabilities and
      Shareholders( Equity                   $398,856,314    
$366,162,580 $ 391,456,078
</TABLE>

<PAGE>   4
<TABLE>
                                        TOOTSIE ROLL INDUSTRIES,
INC. AND SUBSIDIARIES
                                                  CONSOLIDATED
STATEMENTS OF
                                             EARNINGS AND
RETAINED EARNINGS (NOTE 1)
                                                           
(UNAUDITED)

                                                                 

 13 Weeks Ended
                                                          March
29, 1997 & March 30, 1996
                                                               
1997            1996
<S>                                                        <C>   

       <C>
NET SALES (Note 2)                                          $
66,257,600   $ 63,264,854
Cost of goods sold                                           
32,934,937     32,578,259

  Gross Margin                                               
33,322,663     30,686,595

Operating Expenses:
 Marketing, Selling and Advertising                           
9,894,191      9,620,514
 Distribution and Warehousing                                 
5,160,233      4,831,342
 General and Administrative                                   
3,865,905      3,620,941
 Goodwill amortization                                          
676,575        676,575
                                                             
19,596,904     18,749,372

  Earnings from Operations                                   
13,725,759     11,937,223
Other Income (Expense) Net                                    
1,658,038      1,057,739

  Earnings before Income Taxes                               
15,383,797    12,994,962
Provision for Income Taxes                                    
5,633,000      4,877,000
Net Earnings (Note 5)                                         
9,750,797      8,117,962

Retained Earnings at beginning of period                    
136,352,123    121,476,879
                                                            
146,102,920    129,594,841
Deduct:
 Cash Dividends                                               
1,662,380      1,368,038
 Stock Dividends - 3%                                        
30,438,334     25,960,186
                                                             
32,100,714     27,328,224
Retained Earnings at end of period                         
$114,002,206   $102,266,617
   Net Earnings per Share (Note 3)                               

 $ .41          $ .34
   Dividends Per Share *                                         

 $ .0725        $ .0625

Average Number of Shares Outstanding
 (Notes 3 & 4)                                               
23,633,551    23,689,801

*Does not include 3% Stock Dividend to Shareholders of Record on
3/11/97 and 3/11/96.
</TABLE>

<PAGE>   5
<TABLE>
                        TOOTSIE ROLL INDUSTRIES, INC.
                              AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)
<CAPTION:
                                                       13 Weeks
Ended
                                             March 29, 1997  & 
March 30, 1996
                                                 1997            

  1996   
<S>                                         <C>                
<C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Earnings                                 $ 9,750,797        
$ 8,117,962
Adjustments to reconcile net earnings to
 net cash provided by operating activities:
  Depreciation and amortization                2,876,210         

2,772,611

  (Increase) decrease in assets:
   Accounts receivable                         2,157,902         

  422,191
   Inventories                               (10,030,144)        
(7,241,236)
   Prepaid expenses and other assets          (2,942,073)        

 (118,206)

  Increase (decrease) in liabilities:
   Accounts payable and accrued liabilities   (1,225,562)        

  686,722
   Income taxes payable and deferred           3,095,870         

2,933,948 
   Postretirement health care and life
    insurance benefits                            72,294         

   94,183
   Other long term liabilities                   419,104         

  (90,946)
   Other                                         (31,030)        

   119,150 

Net cash provided by operating activities      4,143,368         

7,696,379

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                        (1,138,150)        
(6,571,427)
  Purchase of held to maturity securities    (12,234,589)       
(21,625,851)
  Maturity of held to maturity securities      5,229,865         

5,208,198
  Purchase of available for sale securities   (6,000,000)        

       --
  Sale and maturity of available for
   sale securities                             6,434,354         

       --

Net cash used in investing activities        ( 7,708,520)       
(22,989,080)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Dividends paid in cash                      (1,667,817)        
(1,396,026) 
  Shares repurchased and retired              (2,938,125)        

        -- 

Net cash used in financing activities         (4,605,942)        
(1,396,026)

Decrease in cash and cash equivalents         (8,171,094)       
(16,688,727)
Cash and cash equivalents-beginning of year   45,658,799         
47,523,986

Cash and cash equivalents end of quarter     $37,487,705        
$30,835,259
Supplemental cash flow information:
  Income taxes paid                          $ 2,420,000        
$   301,000
  Interest paid                              $   202,000        
$   372,000
</TABLE>

<PAGE>   6




           TOOTSIE ROLL INDUSTRIES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 29, 1997
                              (UNAUDITED)



Note 1 - Foregoing data has been prepared from the unaudited
financial records           of the Company and in the opinion of
Management all adjustments               necessary for a fair
statement of the results for the interim period           have
been reflected.  All adjustments were of a normal and recurring  

       nature.


Note 2 - The Company's unshipped orders at March 29, 1997
amounted to                   $13,700,000.


Note 3 - Based on Average Shares outstanding adjusted for Stock
Dividends.


Note 4 - Includes 3% Stock Dividends distributed on April 22,
1997 and                  April 23, 1996.


Note 5 - Results of operations for the period ended March 29,
1997 are not              necessarily indicative of results to be
expected for the year to end           December 31, 1997 because
of the seasonal nature of the Company's             operations. 
Historically, the Third Quarter has been the Company's          
largest Sales Quarter due to Halloween Sales.


Note 6 - Form 8-K was not required to be filed during the First 
Quarter of             1997.


Note 7 - Sales of unregistered Securities - None.






<PAGE 7>

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                    THE CONSOLIDATED STATEMENTS OF EARNINGS


The following is Management's discussion of the Company's
operating results and analysis of factors which have affected the
accompanying Statement of Earnings:

NET SALES:
                                              First Quarter, 1997
                 First Quarter                         vs.
              1997          1996              First Quarter, 1996
          $66,257,600     $63,264,854                +4.7%

First Quarter 1997 net sales of $66,257,600, a record, were up
4.7% from First Quarter 1996 net sales of $63,264,854.  Sales
rose as a result of successful promotional programs, the
introduction of new products and product line extensions into the
distribution channels.  The increase in net sales principally
reflects increases in volume.



First Quarter 1997 net sales of $66,257,600 were down from Fourth
Quarter 1996 net sales of $76,475,083.  This is not considered
unusual as the First Quarter of the year is normally the
company's lowest quarter in sales and is consistent with the
historical trend.

COST OF SALES:
                                               Cost of Sales as a
            First Quarter                    Percentage of Net
Sales
        1997           1996               1st Qtr. 1997  1st Qtr.
1996
     $32,934,937    $32,578,259                49.7%         
51.5%

Cost of sales as a percentage of net sales decreased slightly
from 51.5% for First Quarter 1996 to 49.7% for First Quarter
1997. This improvement reflects lower prices in certain
ingredients and packaging material costs and the benefits of
higher sales volumes against relatively fixed factory overhead
costs.

NET EARNINGS:
                                             First Quarter, 1997
          First  Quarter                               vs.
         1997          1996                  First Quarter, 1996
      $9,750,797     $8,117,962                      +20.1%

First Quarter 1997 net earnings of $9,750,797 or $0.41 per share,
a record, were up 20.1% from net earnings of $8,117,962 or $0.34
per share for the First Quarter 1996. The increase in net
earnings reflects higher sales, improved gross profit margins and
effective on-going cost control programs which resulted in higher
income from operations. Increased investment income and decreased
interest expense also contributed to the overall increase in
first quarter 1997 net earnings.




The consolidated effective income tax rate decreased from 37.5%
in the first quarter of 1996 to 36.6% in the first quarter of
1997.  This favorable decrease reflect increased tax-free
investment income as well as certain other state and foreign tax
benefits.

First Quarter 1997 net earnings of $9,750,797 decreased $868,554
or 8.2% from Fourth Quarter of 1996 net earnings of $10,619,351,
which reflects the lower level of sales in the First Quarter 1997
compared to the Fourth Quarter 1996. This is consistent with
historical trends.



<PAGE>  8
                   PART II  -  OTHER INFORMATION



                   TOOTSIE ROLL INDUSTRIES, INC.
                           AND SUBSIDIARIES      








                            -  NONE  -








                            SIGNATURES



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



                               TOOTSIE ROLL INDUSTRIES, INC.



Date: May 7, 1997              BY:                          
                                  Melvin J. Gordon
                                  Chairman of the Board



                               BY:                          
                                  G. Howard Ember
                                  Vice President - Finance