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 29, 1997

( )      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 registrant 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
              (Registrant's Telephone Number, including area code)

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

                      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                      6,206,205
              (Title of Class)                   (No. of Shares Outstanding
                                                       at March 29, 1997)

                  INDEX OF EXHIBITS IS LOCATED ON PAGE 9 OF 10.

                                     1 of 10

<PAGE>

                      TASTY BAKING COMPANY AND SUBSIDIARIES

                                      INDEX

                                                                           Page

PART I.       FINANCIAL INFORMATION

Item 1.       Financial Statements

              Consolidated Condensed Balance Sheets
              March 29, 1997 and December 28, 1996...........................3

              Consolidated Statements of Operations
              Thirteen weeks ended March 29, 1997 and March 30, 1996.........4

              Consolidated Condensed Statements of Cash Flows
              Thirteen Weeks Ended March 29, 1997 and March 30, 1996.........5

              Notes to Consolidated Condensed Financial Statements...........6

Item 2.       Management's Discussion and Analysis of Financial
              Condition and Results of Operations..........................7-8


PART II.      OTHER INFORMATION

Item 6.       Exhibits and Reports on Form 8-K...............................9

Signature...................................................................10

                                     2 of 10

<PAGE>
PART I.       FINANCIAL INFORMATION
Item 1.       Financial Statements

                      TASTY BAKING COMPANY AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                   (unaudited)
<TABLE>
<CAPTION>
                                                     March 29, 1997  December 28, 1996
<S>                                                   <C>              <C>         
Current assets:
     Cash                                             $    446,529     $    233,366
     Accounts and notes receivable, net of
       allowance for doubtful accounts                  19,776,600       16,962,591
     Inventories:
       Raw materials                                     1,796,309        1,626,877
       Work in progress                                    517,668          563,381
       Finished goods                                      557,228          665,254
                                                      ------------     ------------
                                                         2,871,205        2,855,512
     Deferred income taxes, prepayments and other        2,847,588        2,726,014
                                                      ------------     ------------
       Total current assets                             25,941,922       22,777,483

Property, plant and equipment:                         142,339,596      139,349,055
     Less accumulated depreciation                     100,057,803       98,375,648

                                                        42,281,793       40,973,407

Long-term receivables                                   10,888,268       10,288,159

Deferred income taxes                                   10,235,656       10,235,656

Miscellaneous assets and deferred charges                3,068,577        3,153,659
                                                      ------------     ------------
Total assets                                          $ 92,416,216     $ 87,428,364
                                                      ============     ============
Current liabilities:
     Current portion of long-term debt                $     27,104     $     58,340
     Current obligations under capital leases              622,514          587,336
     Notes payable, banks                                2,000,000               --
     Accounts payable                                    4,661,688        3,963,610
     Accrued liabilities                                 6,387,643        6,533,612
     Accrued income taxes                                1,385,520        1,474,887
                                                      ------------     ------------
        Total current liabilities                       15,084,469       12,617,785

Long-term debt, less current portion                     6,295,832        5,302,416

Long-term obligations under capital leases,
     less current portion                                  949,984        1,131,118

Accrued pensions and other liabilities                  11,618,528       11,203,178

Postretirement benefits other than pensions             18,605,577       18,267,013

Shareholders' equity:
     Common stock                                        3,646,594        3,644,544
     Capital in excess of par value of stock            29,880,964       29,742,513
     Retained earnings                                  23,011,904       22,265,220
                                                      ------------     ------------
                                                        56,539,462       55,652,277
     Less:
     Treasury stock, at cost                            16,294,356       16,329,055
     Management Stock Purchase Plan
       receivables and deferrals                           383,280          416,368
                                                      ------------     ------------
                                                        39,861,826       38,906,854
                                                      ------------     ------------
Total liabilities and shareholders' equity            $ 92,416,216     $ 87,428,364
                                                      ============     ============
</TABLE>
     See accompanying notes to consolidated condensed financial statements.

                                     3 of 10
<PAGE>
                      TASTY BAKING COMPANY AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                   (unaudited)

                                               For the Thirteen Weeks Ended
                                            March 29, 1997     March 30, 1996

Net sales                                    $ 37,454,746      $ 35,943,609
                                             ------------      ------------

Costs and expenses:
     Cost of sales                             23,172,108        22,817,332

     Depreciation                               1,695,427         1,838,798

     Selling, general and administrative       10,231,580         9,631,571

     Interest expense                             127,590           128,526

     Other income, net                           (396,427)         (453,572)
                                             ------------      ------------

                                               34,830,278        33,962,655
                                             ------------      ------------

Income before provision for income taxes        2,624,468         1,980,954

Provision for income taxes                      1,010,675           761,605
                                             ------------      ------------

Net income                                   $  1,613,793      $  1,219,349
                                             ============      ============


Average common shares outstanding               6,249,538         6,184,850


Per share of common stock:

     Net income                              $        .26      $        .20
                                             ============      ============

     Cash dividend                           $        .14      $        .14
                                             ============      ============

     See accompanying notes to consolidated condensed financial statements.

                                     4 of 10
<PAGE>
                      TASTY BAKING COMPANY AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (unaudited)
<TABLE>
<CAPTION>
                                                        For the Thirteen Weeks Ended
                                                       March 29, 1997   March 30, 1996
<S>                                                     <C>              <C>        
Cash flows from (used for) operating activities
     Net income                                         $ 1,613,793      $ 1,219,349
     Adjustments to reconcile net income to net
      cash provided by operating activities:
         Depreciation                                     1,695,427        1,838,798
         Amortization                                        17,680           12,691
         Other                                              833,997         (184,882)
     Changes in assets and liabilities
      affecting operations                               (2,488,534)        (827,113)
                                                        -----------      -----------

     Net cash from operating activities                   1,672,363        2,058,843
                                                        -----------      -----------

Cash flows from (used for) investing activities
     Proceeds from owner/operators' loan repayments       1,082,652        1,065,209
     Purchase of property, plant and equipment           (3,003,813)        (497,334)
     Loans to owner/operators                            (1,686,258)        (838,338)
     Other                                                   17,923           19,392
                                                        -----------      -----------

     Net cash used for investing activities              (3,589,496)        (251,071)
                                                        -----------      -----------

Cash flows from (used for) financing activities
     Additional long-term debt                            2,000,000               --
     Proceeds from sale of common stock                     181,181               --
     Dividends paid                                        (867,109)        (865,879)
     Payment of long-term debt                           (1,183,776)        (191,570)
     Net increase (decrease) in short-term debt           2,000,000         (700,000)
                                                        -----------      -----------

     Net cash from (used for) financing activities        2,130,296       (1,757,449)
                                                        -----------      -----------

     Net increase in cash                                   213,163           50,323

     Cash, beginning of year                                233,366           85,104
                                                        -----------      -----------

     Cash, end of period                                $   446,529      $   135,427
                                                        ===========      ===========

     Supplemental Cash Flow Information:
     Cash paid during the period for:
         Interest                                       $    88,816      $   133,349
                                                        ===========      ===========
         Income taxes                                   $ 1,106,307      $   115,099
                                                        ===========      ===========
</TABLE>

     See accompanying notes to consolidated condensed financial statements.

                                     5 of 10
<PAGE>

                      TASTY BAKING COMPANY AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

1.     Manufacturing Facility
       On July 1, 1996, the company,  through a wholly-owned  subsidiary,  Tasty
       Baking Oxford,  Inc.,  completed the purchase for $4,000,000 of a 160,000
       square   foot   manufacturing   facility  in  Oxford,   Chester   County,
       Pennsylvania.  This  facility  will  enable the  company  to  manufacture
       products that are currently made for it by other  suppliers,  improve its
       operating margins on those products and expand new product offerings. The
       company completed the installation of the first manufacturing line at the
       facility  which  began  making  products  in  January,   1997.  A  second
       manufacturing line is planned for the second quarter of 1997.

2.     Interim Financial Information
       In the opinion of management,  the  accompanying  unaudited  consolidated
       condensed  financial  statements  contain all adjustments  (consisting of
       only normal recurring accruals) necessary to present fairly the financial
       position of the company as of March 29,  1997 and  December  28, 1996 and
       the results of its operations for the thirteen weeks ended March 29, 1997
       and March 30, 1996 and cash flows for the thirteen  weeks ended March 29,
       1997 and March 30, 1996. These unaudited consolidated condensed financial
       statements should be read in conjunction with the consolidated  financial
       statements  and footnotes  thereto in the company's 1996 Annual Report to
       Shareholders.  In addition,  the results of  operations  for the thirteen
       weeks ended March 29, 1997 are not necessarily  indicative of the results
       to be expected for the full year.

       Advertising  expenses  and  certain  other  expense  items are charged to
       operations in the year incurred.  However, for interim reporting purposes
       the  expenses  are  charged to  operations  on a pro-rata  basis over the
       company's accounting periods. For the thirteen weeks ended March 29, 1997
       and March 30, 1996, the difference  between the actual expenses  incurred
       and the expenses charged to operations was not significant.

3.     Earnings Per Share
       Per share  amounts  are based on the  weighted  average  number of common
       shares and equivalent shares outstanding during the quarter.

                                     6 of 10
<PAGE>

                      TASTY BAKING COMPANY AND SUBSIDIARIES

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

Results of Operations

For the first  quarter of 1997,  the company  realized net income of  $1,613,793
versus  $1,219,349 for the first quarter of 1996. Net income per share increased
to $.26 from $.20 per share for the  comparable  quarter of 1996.  These results
represent increases of 32% and 30%, respectively.

In the first  quarter of 1997,  net sales  increased  4.2% to  $37,454,746  from
$35,943,609 in the first quarter of 1996.  Gross sales increased 8.3% during the
comparable  period.  The  increase in gross sales for the first  quarter of 1997
resulted   primarily  from  price   increases   instituted  by  the  company  of
approximately  7.6% and unit sales  growth of  approximately  .7% over the first
quarter of 1996. The difference between the increases of 8.3% in gross sales and
4.2% in net sales results  primarily from higher  promotion  costs and increased
commissions.

Cost of sales,  as a percentage of net sales,  was 61.9% and 63.5% for the first
quarters of 1997 and 1996,  respectively.  This decrease in the current  quarter
was due to  moderating  commodity  costs  and  continued  improvements  in plant
operating   efficiencies.   These  cost   reductions  and  the  price  increases
implemented by the company combined to improve gross margin by 8.8% in 1997.

Selling,  general  and  administrative  expenses  for the first  quarter of 1997
increased by $600,009 or 6.2% over the comparable  period in 1996. This increase
resulted primarily from a 2.6% increase in advertising costs and a 2.7% increase
in  selling  expenses.  Advertising  costs were  higher due to a new  television
campaign  instituted  in the first  quarter  of 1997.  Higher  selling  expenses
resulted from the  re-alignment of the company's sales regions,  increased trade
show costs and consulting fees.

Interest  expense  remained  relatively  unchanged for the first quarter of 1997
versus the first quarter of 1996 as a result of increased borrowing levels being
offset by lower interest rates. The decrease in other income,  net for the first
quarter of 1997 was the result of a decrease in rental income.

The effective  tax rate for each of the quarters  ended March 29, 1997 and March
30, 1996 was 38.5%,  which  compares  to a federal  statutory  rate of 34%.  The
principle  reason  for  the  difference  between  the  effective  rates  and the
statutory  rate in the first  quarter  of 1997 and 1996 was the  effect of state
income taxes.

In November,  1995, the company received a proposed assessment from the Internal
Revenue Service (IRS) for employment taxes based on an assertion that during the
years 1990 through 1994 the company's independent owner/operators were employees
and not independent contractors. The company has filed a formal Protest with the
IRS and has held  conferences  with an appeals  officer of the IRS.  The company
believes that it has good grounds for the defenses which it has asserted and has
a reasonable  chance for favorable  resolution  on all issues.  At this time the
company is unable to estimate the possible loss, if any, that may be incurred as
a result of this  proposed  assessment.  The ultimate  outcome of this  proposed
assessment  may or may not have a  material  impact on the  company's  financial
position or results of operations.

                                     7 of 10
<PAGE>

Financial Condition

The company has  consistently  demonstrated  the ability to generate  sufficient
cash  flow from  operations.  Bank  borrowings,  under  various  lines of credit
arrangements, are used to supplement cash flow from operations during periods of
cyclical shortages.

For the thirteen weeks ended March 29, 1997, net cash from operating  activities
decreased by $386,480 to $1,672,363 from $2,058,843 for the same period in 1996.
Net cash from  operating  activities  for the  quarter  ended March 29, 1997 was
negatively  impacted  by an  increase  in  receivables  due to the higher  sales
volume,  and a  decrease  in  accrued  income  taxes.  These  changes  were only
partially offset by an increase in net income relative to the comparable quarter
in 1996.

Net  cash  used  for  investing  activities  increased  by  $3,338,425  from the
comparable  quarter in 1996  principally  due to an increase in  expenditures on
equipment  for the new  Oxford  facility.  Net cash  from  financing  activities
increased by  $3,887,745  relative to the same period in 1996.  This increase is
primarily the result of a net increase in short and  long-term  debt relative to
the prior year.

For  the  remainder  of  1997  the  company  anticipates  that  cash  flow  from
operations,  along with the continued  availability of bank lines of credit, the
revolving  credit  agreement  and  other  long-term   financing,   will  provide
sufficient cash to meet operating and financing requirements.

                                     8 of 10
<PAGE>

                      TASTY BAKING COMPANY AND SUBSIDIARIES

PART II.      OTHER INFORMATION

Item 6.       Exhibits and Reports on Form 8-K

              (a)   Exhibits:  Exhibit 27 - Financial Data Schedule

              (b)   Reports on Form 8-K

                    The  registrant did not file a report on Form 8-K during the
                    thirteen weeks ended March 29, 1997.

                                  Exhibit Index

                      Exhibit 27 - Financial Data Schedule

                                     9 of 10

<PAGE>


                      TASTY BAKING COMPANY AND SUBSIDIARIES

                                    SIGNATURE

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.





                                         TASTY BAKING COMPANY
                                             (Registrant)

          May 8, 1997                    /s/ John M. Pettine
            (Date)                         JOHN M. PETTINE
                                         VICE PRESIDENT AND
                                       CHIEF FINANCIAL OFFICER
                              (PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)



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