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 twenty-six weeks ended June 26, 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               8,080,769
--------------------------------------------------------------------------------
               (Title of Class)                (No. of Shares Outstanding
                                                      as of July 23, 2004)

                                    1 of 16


<PAGE>




                      TASTY BAKING COMPANY AND SUBSIDIARIES

                                      INDEX

                                                                        Page
                                                                        ----
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

        Consolidated Balance Sheets
        June 26, 2004 and December 27, 2003....................................3

        Consolidated Statements of Operations
        Thirteen and Twenty-six weeks ended June 26, 2004 and June 28, 2003....4

        Consolidated Statements of Cash Flows
        Thirteen and Twenty-six weeks ended June 26, 2004 and June 28, 2003....5

        Notes to Consolidated Financial Statements...........................6-9

Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations................................10-12

Item 3. Quantitative and Qualitative Disclosures
        About Market Risk ....................................................13

Item 4. Controls and Procedures...............................................13


PART II.OTHER INFORMATION

Item 2. Changes in Securities and Use of Proceeds.............................14

Item 4. Submission of Matters to a Vote of Security Holders...................14

Item 6. Exhibits and Reports on Form 8-K...................................14-15

Signature ....................................................................16


                                    2 of 16


<PAGE>


Part I. FINANCIAL INFORMATION
Item 1. Financial Statements

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

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------
                                                                                 June 26, 2004              December 27, 2003
------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>                            <C>
 Assets
 Current assets:
         Cash                                                                             $ 99                           $ 33
         Receivables, less allowance of $4,073
           and $3,648, respectively                                                     19,107                         19,503
         Inventories                                                                     5,387                          5,730
         Deferred income taxes                                                           3,222                          3,902
         Prepayments and other                                                           3,446                          3,271
                                                                          ----------------------------------------------------
            Total current assets                                                        31,261                         32,439
                                                                          ----------------------------------------------------
 Property, plant and equipment:
         Land                                                                            1,033                          1,098
         Buildings and improvements                                                     40,274                         40,288
         Machinery and equipment                                                       162,988                        158,286
                                                                          ----------------------------------------------------
                                                                                       204,295                        199,672
         Less accumulated depreciation                                                 139,709                        136,156
                                                                          ----------------------------------------------------
                                                                                        64,586                         63,516
                                                                          ----------------------------------------------------
 Other assets:
 Long-term receivables from sales distributors                                          11,081                         11,253
 Deferred income taxes                                                                   9,215                          9,267
 Other                                                                                   1,731                            768
                                                                          ----------------------------------------------------
                                                                                        22,027                         21,288
                                                                          ----------------------------------------------------
 Total assets                                                                        $ 117,874                      $ 117,243
                                                                          ====================================================
 Liabilities
 Current liabilities:
         Current obligations under capital leases                                        $ 689                          $ 634
         Notes payable, banks                                                            3,600                          4,900
         Accounts payable                                                                7,527                          9,261
         Accrued payroll and employee benefits                                           7,430                          6,013
         Reserve for restructures                                                          718                          1,331
         Other                                                                           2,167                          2,280
                                                                          ----------------------------------------------------
            Total current liabilities                                                   22,131                         24,419
 Long-term debt                                                                         10,000                          8,000
 Long-term obligations under capital leases,
         less current portion                                                            4,482                          4,705
 Reserve for restructures, less current portion                                            814                          1,044
 Accrued pensions and other liabilities                                                 20,820                         19,938
 Postretirement benefits other than pensions                                            16,869                         16,718
                                                                          ----------------------------------------------------
 Total liabilities                                                                      75,116                         74,824
                                                                          ----------------------------------------------------

 Shareholders' equity
         Common stock                                                                    4,558                          4,558
         Capital in excess of par value of stock                                        29,327                         29,393
         Retained earnings                                                              22,969                         22,641
                                                                          ----------------------------------------------------
                                                                                        56,854                         56,592
         Less:
         Accumulated other comprehensive loss                                            1,236                          1,236
         Treasury stock, at cost                                                        12,697                         12,545
         Management Stock Purchase Plan
              receivables and deferrals                                                    163                            392
                                                                          ----------------------------------------------------
                                                                                        42,758                         42,419
                                                                          ----------------------------------------------------
 Total liabilities and shareholders' equity                                          $ 117,874                      $ 117,243
                                                                          ====================================================

 See Notes to Consolidated Financial Statements.

                                     3 of 16




</TABLE>


<PAGE>

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


<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------------------------------------------
                                                         For the Thirteen Weeks Ended               For the Twenty-six Weeks Ended
                                                      June 26, 2004        June 28, 2003          June 26, 2004        June 28, 2003
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>                  <C>                    <C>                 <C>
 Gross Sales                                             $ 64,837             $ 62,944               $ 133,197           $ 127,316
 Less discounts and allowances                            (24,782)             (22,753)                (52,664)            (46,141)
                                                      -----------------------------------------------------------------------------
 Net Sales                                                 40,055               40,191                  80,533              81,175
                                                      -----------------------------------------------------------------------------
 Costs and expenses:
       Cost of sales                                       25,680               26,970                  51,910              54,955
       Depreciation                                         1,825                1,738                   3,555               3,477
       Selling, general and administrative                 11,519               11,010                  23,191              21,798
       Restructure charge net of reversals                      -                  (95)                      -                (315)
       Interest expense                                       326                  220                     629                 421
       Gain on sale of routes                                 (75)                   -                     (75)                  -
       Other income, net                                     (258)                (241)                   (484)               (492)
                                                      -----------------------------------------------------------------------------
                                                           39,017               39,602                  78,726              79,844
                                                      -----------------------------------------------------------------------------
 Income before provision for
       income taxes                                         1,038                  589                   1,807               1,331

 Provision for income taxes                                   384                  199                     670                 459
                                                      -----------------------------------------------------------------------------
 Net income                                                 $ 654                $ 390                 $ 1,137               $ 872
                                                      =============================================================================
 Average common shares outstanding:
           Basic                                            8,092                8,098                   8,094               8,099
           Diluted                                          8,099                8,101                   8,106               8,100

 Per share of common stock:

       Net income:
           Basic and Diluted                                $0.08                $0.05                   $0.14               $0.11
                                                      ===============       ============              ==========         ==========
       Cash dividend                                        $0.05                $0.05                   $0.10               $0.10
                                                      ===============       ============              ==========         ==========

</TABLE>

See Notes to Consolidated Financial Statements.

                                    4 of 16


<PAGE>


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


<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------------------------
                                                                                           For the Twenty-six Weeks Ended
                                                                                    June 26, 2004                June 28, 2003 (a)
----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                        <C>                 <C>
 Cash flows from (used for) operating activities
      Net income                                                                          $ 1,137               $ 872
      Adjustments to reconcile net income to net
       cash provided by operating activities:
           Depreciation                                                                     3,555               3,477
           Gain on sale of route                                                              (75)                  -
           Restructure charge net of reversals                                                  -                (315)
           Restructure payments                                                              (843)             (1,410)
           Pension expense                                                                  1,055               1,040
           Deferred taxes                                                                     733                 (89)
           Other                                                                               42                (367)
      Changes in assets and liabilities:
           Decrease (increase) in receivables                                                 395                (483)
           Decrease in inventories                                                            343                 686
           Decrease (increase) in prepayments and other                                    (1,139)              2,270
           Increase (decrease) in accrued payroll, accrued income
            taxes, accounts payable and other current liabilities                            (431)              1,055
                                                                                --------------------------------------------------
      Net cash from operating activities                                                    4,772               6,736
                                                                                --------------------------------------------------

 Cash flows from (used for) investing activities
      Proceeds from sale of property, plant and equipment                                      67                   -
      Purchase of property, plant and equipment                                            (4,730)             (2,342)
      Proceeds from independent sales distributor loan repayments                           1,930               1,747
      Loans to independent sales distributors                                              (1,683)             (1,847)
      Other                                                                                   (14)                  8
                                                                                --------------------------------------------------
      Net cash used for investing activities                                               (4,430)             (2,434)
                                                                                --------------------------------------------------

 Cash flows from (used for) financing activities
      Dividends paid                                                                         (809)               (810)
      Payment of long-term debt                                                              (167)             (1,092)
      Net decrease in short-term debt                                                      (1,300)             (2,600)
      Additional long-term debt                                                             2,000                   -
                                                                                --------------------------------------------------
      Net cash used for financing activities                                                 (276)             (4,502)
                                                                                --------------------------------------------------
      Net increase (decrease) in cash                                                          66                (200)

      Cash, beginning of year                                                                  33                 282
                                                                                --------------------------------------------------
      Cash, end of period                                                                    $ 99                $ 82
                                                                                ==================================================

      Supplemental Cash Flow Information
      Cash paid during the period for:
           Interest                                                                         $ 615               $ 363
                                                                                ==================================================
           Income taxes                                                                      $ 43                $ 55
                                                                                ==================================================

      Noncash investing and financing activities:
           Capital leases                                                                   $ 155                 $ -
                                                                                ==================================================
           Loans to independent sales distributors                                           $ 73                 $ -
                                                                                ==================================================

 (a) Amounts have been reclassified for the twenty-six weeks ended June 28, 2003, for comparative purposes.

 See Notes to Consolidated Financial Statements.

</TABLE>


                            5 of 16



<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 adjustments,  consisting only of normal
       and  recurring  adjustments,  necessary to present  fairly the  financial
       position of the company as of June 26, 2004,  and December 27, 2003,  the
       results of its  operations  for the thirteen and  twenty-six  weeks ended
       June 26, 2004, and June 28, 2003, and cash flows for the twenty-six weeks
       ended June 26, 2004,  and June 28,  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 and twenty-six  weeks ended June 26, 2004,  are not  necessarily
       indicative of the results to be expected for the full year.

       Property and Depreciation

       During the first quarter of 2004, 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 of $804 for the twenty-six  weeks ended
       June 26, 2004. Also,  depreciation  expense  increased by $762 during the
       twenty-six weeks ended June 26, 2004, 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 anticipates implementation in the fourth quarter of 2004.

       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 16


<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.

<TABLE>
<CAPTION>

                                                                         Thirteen Weeks Ended           Twenty-Six Weeks Ended
                                                                    6/26/04           6/28/03         6/26/04         6/28/03
                                                                    -------           -------         -------         -------
<S>                                                              <C>               <C>             <C>             <C>
       Net income as reported                                    $      654        $      390      $     1,137     $       872

       Deduct: Total stock-based employee
       compensation expense determined under
       fair-value net of related tax effects                            (66)              (24)            (127)            (45)
                                                                 -----------------------------     ----------------------------
       Pro forma net income                                      $      588        $      366      $     1,010     $       827
                                                                 =============================     ============================
       Earnings per share:
       Basic and Diluted - as reported                           $     0.08        $     0.05      $      0.14     $      0.11
                                                                 =============================     ============================
       Basic and Diluted - pro forma                             $     0.07        $     0.05      $      0.12     $      0.10
                                                                 =============================     ============================
</TABLE>


       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.

       Recent Accounting Statements

       In April 2004,  the FASB released FASB Staff Position (FSP) No. FAS 106-2
       to address the  accounting and  disclosure  requirements  of the Medicare
       Prescription Drug, Improvement and Modernization Act of 2003 (the "Act"),
       which was signed  into law on  December 8, 2003.  The Act  established  a
       prescription drug benefit under Medicare Part D, and a Federal subsidy to
       sponsors of retiree health care benefit plans that provide a benefit that
       is at least  actuarially  equivalent  to  Medicare  Part D.  The  company
       sponsors  medical  programs  for certain of its retirees and expects that
       this legislation may reduce the costs for some of these programs. The FSP
       is effective for interim or annual periods beginning after June 15, 2004.
       The expected  effects of the Act will be factored into the company's 2004
       year-end  measurement of postretirement  medical  obligations and related
       expense  calculation  for 2005.  The company is currently  evaluating the
       impact  of FSP  106-2,  but does  not  expect a  material  impact  on the
       financial statements.

                                    7 of 16

<PAGE>


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.

       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.


<TABLE>
<CAPTION>

       Restructure Reserve Activity

                                                              Lease                           Fixed
                                                           Obligations      Severance         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
             Q2 2004 Payments                                    (112)          (187)             -           (16)         (315)
                                                              --------        --------      --------      --------      --------
                  Balance June 26, 2004                       $   576        $   911            $ -          $ 45       $ 1,532
                                                              ========        ========      ========      ========      ========

</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:
                                            6/26/04                 12/27/03
                                       -------------------------------------
       Finished goods                  $      1,786            $       2,397
       Work in progress                         623                      740
       Raw materials and supplies             2,978                    2,593
                                       -------------------------------------
                                       $      5,387            $       5,730
                                       =====================================


                                    8 of 16

<PAGE>


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

       On May 7, 2004,  8,000 options were granted to an employee of the company
       under the 2003 Long Term Incentive  Plan.  Under this grant,  the options
       vest in three equal installments  beginning on the first anniversary date
       with a five year  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.   Pension and Supplemental Retirement Costs
     -----------------------------------------

       In December 2003,  the FASB issued a revised SFAS No. 132 R,  "Employers'
       Disclosure  about  Pensions  and Other  Postretirement  Benefits,"  which
       requires additional disclosures for benefits plans. The standard requires
       interim disclosure of the various components of net periodic pension cost
       and expanded  annual  disclosures,  such as describing  the types of plan
       assets,  investment  strategy and plan obligations.  The required interim
       disclosure is included below.  Annual disclosures will be provided in the
       2004 Form 10-K.

       Components of Net Periodic Cost
                                                     Twenty-Six Weeks Ended
                                                   6/26/04            6/28/03
                                                   -------            -------
       Service cost                            $       705         $      668
       Interest cost                                 2,574              2,430
       Expected return on plan assets               (2,248)            (2,086)
       Amortization of prior service costs              (2)                (4)
       Amortization of net (gain) loss                  26                 32
                                               ------------------------------
       Net periodic benefit cost               $     1,055         $    1,040
                                               ==============================

       Employer Contributions

       The company previously  disclosed in its financial statement for the year
       ended December 27, 2003,  that it was not required to make  contributions
       to its pension plan in 2004. As of June 26, 2004, no  contributions  have
       been  made.  The  company  will  evaluate   whether  or  not  to  make  a
       contribution to the plan before September 15, 2004.


6.     Postretirement Benefits Other than Pensions
       -------------------------------------------

       Components of Net Periodic Postretirement Benefit Cost
                                                     Twenty-Six Weeks Ended
                                                   6/26/04            6/28/03
                                                   -------            -------
       Service cost                            $       208         $      168
       Interest cost                                   471                494
       Net amortization and deferral                     -                (65)
                                               ------------------------------
       Net periodic benefit cost               $       679         $      597
                                               ==============================

       Employer Contributions

       Estimated  company  contributions for the twenty-six weeks ended June 26,
       2004, are $579.


                                    9 of 16


<PAGE>


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

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

Results of Operations

Overview

Net income for the second  quarter of 2004 was $654 or $.08 per  diluted  share,
which  included a $75 gain from the sale of one route to a sales  distributor in
Maryland. Net income for the second quarter of 2003 was $390 or $.05 per diluted
share,  which  included a $95 pre-tax  restructure  charge  reversal  due to the
favorable settlement of certain thrift store lease contracts.

Net income for the twenty-six  weeks ended June 26, 2004, was $1,137 or $.14 per
diluted  share,  which included a $75 gain from the sale of one route to a sales
distributor  in  Maryland.  Net income for the  twenty-six  weeks ended June 28,
2003,  was  $872 or $.11  per  diluted  share,  which  included  a $315  pre-tax
restructure  charge  reversal due to the favorable  settlement of certain thrift
store lease contracts.


Sales

Gross  sales  increased  by 3.0% in the second  quarter of 2004  relative to the
comparable  quarter in 2003. Route sales increased by 2.5%,  primarily driven by
the impact of the new route territories in Pittsburgh and Cleveland. Without the
increase  from the new  route  territories,  same  route  sales  decreased  0.1%
compared to the second quarter of 2003. Gross sales in non-route areas increased
in the second quarter of 2004 by 4.6% compared to 2003.

Gross sales  increased  by 4.6% in the  twenty-six  weeks  ended June 26,  2004,
compared to the same period in 2003.  Year to date route sales increased by 7.3%
compared to the same period in 2003,  primarily  driven by the impact of the new
route  territories in Pittsburgh and Cleveland in 2004 and list price  increases
instituted on the Family Pack and  single-serve  pie product lines.  Without the
increase from the new route territories, year to date same route sales increased
4.5% compared to the same period of 2003.  Year to date gross sales in non-route
areas  decreased  during the  twenty-six  weeks ended June 26, 2004,  by 2.7% as
compared to the same period in 2003,  primarily due to the exit from business on
the West Coast during the first quarter of 2003.

In the second  quarter of 2004,  net sales  decreased  by 0.3%  compared  to the
second quarter of 2003. For the twenty-six  weeks ended June 26, 2004, net sales
decreased  by 0.8%  compared to the same period in 2003.  The  decreases  in net
sales were due to increased price  promotion  spending in the route areas offset
partially by the positive  impact of list price  increases  instituted on Family
Pack product  lines.  The decreases in net sales also were impacted by increased
product returns in the route  territories and discounts  associated with the new
markets in Pittsburgh and Cleveland.


Cost of Sales

Cost of sales for the second  quarter of 2004 decreased by 4.8%. As a percentage
of gross sales,  cost of sales  decreased 3.2 percentage  points to 39.6% in the
second quarter from 42.8% in the second  quarter of 2003.  Cost of sales for the
twenty-six  weeks ended June 26,  2004,  decreased by 5.5%.  As a percentage  of
gross sales, cost of sales year to date decreased 4.2 percentage points to 39.0%
from 43.2% in the same period in 2003.  These decreases are primarily the result
of sales volume  reductions along with packaging and  productivity  initiatives,
partially offset by the increased cost of eggs, oils, and butter.


                                    10 of 16


<PAGE>


Gross Margin

Gross margin after  depreciation,  as a percentage  of net sales,  was 31.3% and
28.6% for the second quarters of 2004 and 2003, respectively. The 2.7 percentage
point  improvement  resulted  from the combined  effect of the Family Pack price
increase  and the  decrease  in cost  of  sales  resulting  from  the  company's
productivity  initiatives.  These positive improvements were partially offset by
increased price promotion spending and increased product returns.

Gross margin after  depreciation,  as a percentage  of net sales,  was 31.1% and
28.0%  for the  twenty-six  weeks  ended  June 26,  2004,  and  June  28,  2003,
respectively.  The 3.1 percentage point  improvement  resulted from the combined
effect of the  Family  Pack price  increase  and the  decrease  in cost of sales
resulting   from  the  company's   productivity   initiatives.   These  positive
improvements  were partially  offset by increased price  promotion  spending and
increased product returns.

Selling, General and Administrative Expenses

Selling,  general and  administrative  expenses  for the second  quarter of 2004
increased  by $509 or 4.6%  compared  to the second  quarter  of 2003.  Selling,
general and  administrative  expenses  for the  twenty-six  weeks ended June 26,
2004,  increased  by $1,393 or 6.4%  compared to the same period in 2003.  These
increases  were  due to  investments  in  personnel  to fill key  positions  and
increases  in selling  expenses  related to the  expansion  of the direct  store
delivery system into the Pittsburgh and Cleveland markets.

Depreciation

Depreciation  expense in the second  quarter of 2004  increased 5.0% compared to
the second quarter of 2003.  This increase is primarily due to the  amortization
of new  handheld  equipment  implemented  during  the  second  quarter  of 2004.
Depreciation  expense for the  twenty-six  weeks ended June 26, 2004,  increased
2.2% compared to the same period in 2003. During the first 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 in depreciation expense of $804 for the twenty-six weeks ended June 26,
2004. Also,  depreciation  expense increased by $762 during the twenty-six weeks
ended  June 26,  2004,  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 anticipates implementation in the fourth quarter of 2004.

Non-Operating Items

Interest  expense  increased by 48.3% in the second  quarter of 2004 compared to
the  second  quarter  of  2003.  Interest  expense  increased  by  49.4%  in the
twenty-six weeks ended June 26, 2004, compared to the same period in 2003. These
increases are 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 $38.

The effective  income tax rate was 37% for the  twenty-six  weeks ended June 26,
2004, and 35% for the same period in 2003, which compares to a federal statutory
rate of 34%.  Differences  between the effective tax rates and the statutory tax
rate arise from the effect of state income taxes.


                                    11 of 16

<PAGE>

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. Details of
the credit  facility can be found in the company's  Form 10-K for the year ended
December 27, 2003.  The company  expects to be in compliance  with its Covenants
this year.

Net cash from operating activities for the twenty-six weeks ended June 26, 2004,
decreased  by $1,964  compared to the same  period in 2003.  This  decrease  was
driven by an  unfavorable  change in assets and  liabilities in 2004 compared to
2003. The unfavorable change in assets and liabilities resulted primarily from a
decrease in accounts  payable during 2004 compared to a significant  increase in
2003.  Prepayments  increased  in 2004  relative to 2003 due to the payment of a
long-term  maintenance  contract  and costs for new package  designs  across the
entire  product line.  These  unfavorable  changes were  partially  offset by an
increase  in net income and a decrease  in  accounts  receivable  compared to an
increase  in  the  prior  year,  due  to  increased  management  focus  on  cash
collections.

Net cash used for investing  activities for the twenty-six  weeks ended June 26,
2004, increased by $1,996 relative to the same period in 2003 principally due to
an increase of $2,388 in capital  expenditures  for the new ERP system and a new
production line at the company's Oxford manufacturing location.

Net cash used for financing  activities for the twenty-six  weeks ended June 26,
2004,  decreased by $4,226  relative to the comparable  period in 2003, due to a
$2,000  increase in long-term  borrowing,  a $1,300  decrease in repayments  for
short-term borrowing, and $925 reduction in long-term repayments 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 company's
credit  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 direct sales programs,  private label,  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, various factors
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" and "Risk Factors"
in the company's 2003 Annual Report to Shareholders and "Management's Discussion
and  Analysis" in the  company's  annual  report on 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.

                                    12 of 16

<PAGE>


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

The company is exposed to market risk  relative to its  interest  expense as its
notes payable and long-term debt have floating interest rates that vary with the
conditions in the credit markets and the company's financial performance.  It is
expected that a one percentage  point increase in interest rates would result in
additional   quarterly  expense  of  approximately  $38.  Under  current  market
conditions, the company believes that changes in interest rates would not have a
material impact on the financial statements of the company. The company also has
notes receivable from independent  sales  distributors  whose rates adjust every
three years,  which would  partially  offset the  fluctuations  in the company's
interest  rates on its notes  payable.  The  company  also has the right to sell
these  notes   receivable,   and  could  use  these   proceeds  to  liquidate  a
corresponding amount of the notes payable.

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  Securities  and  Exchange  Commission
(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  period  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.


                                    13 of 16

<PAGE>


                      TASTY BAKING COMPANY AND SUBSIDIARIES

PART II.      OTHER INFORMATION

Item 2.  Changes in Securities and Use of Proceeds
         -----------------------------------------

On May 7, 2004, shareholders approved the amendment of the company's articles of
incorporation  to increase the number of authorized  shares of common stock from
15,000,000 to  30,000,000.  This increase in the number of authorized  shares of
common stock provides the company with greater  flexibility  in connection  with
raising  additional  capital  through the  issuance of common  stock,  financing
acquisitions with common stock, issuing common stock for stock dividends,  stock
splits and employee  incentive  plans, and issuing common stock in the event the
rights  under the  company's  shareholder  rights  plan,  adopted July 30, 2003,
become  exercisable.  It is possible that the additional  shares of common stock
could have an  anti-takeover  effect if used in conjunction with the shareholder
rights plan or  otherwise  to  discourage  an attempt to acquire or takeover the
company through dilution of the potential acquirer's stock ownership.  Except as
required by applicable law or New York Stock  Exchange  listing  standards,  the
board of directors  has the  authority to issue the  additional  shares  without
further action by shareholders. Any issuance of shares, other than on a pro-rata
basis to all shareholders,  would reduce each shareholder's  percentage interest
in the company.

Item 4.  Submission of Matters to a Vote of Security Holders
         ---------------------------------------------------

(a)     The company's annual meeting of shareholders was held on May 7, 2004.

(b)     The directors elected at the meeting were:

                                            For          Against       Withheld
                                            ---          -------       --------
              Philip J. Baur, Jr.         5,336,788         -           927,316
              Judith M. von Seldeneck     5,763,256         -           500,849
              David J. West               5,762,868         -           501,238

              Other  directors  whose   terms  of  office  continued  after  the
              meeting  are  as follows:  James E.  Ksansnak,  Fred C.  Aldridge,
              Jr.,  G.  Fred  DiBona,   Jr.,  Ronald J.  Kozich,  and Charles P.
              Pizzi.

(c)     Other  matters  voted upon at the meeting and the results of those votes
        were as follows:
<TABLE>
<CAPTION>

                                                                                      For           Against        Abstain
                                                                                      ---           -------        -------
<S>                                                                                  <C>               <C>          <C>
              Approval of Amendment of Company's  Articles Of  Incorporation  to
              increase the number of authorized shares of common stock from
              15,000,000 to 30,000,000                                               5,375,217       850,532        38,352

              Ratification of PricewaterhouseCoopers LLP
              as independent auditors                                                6,156,982         97,076       10,045

</TABLE>


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

(a)     Exhibits:

        Exhibit 3 - By-Laws of the company as amended July 28, 2004

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

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

                                    14 of 16

<PAGE>

        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 June 26, 2004:

        On April 27, 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 first quarter ended
        March 27, 2004.

        On June 18, 2004, the company  furnished a report on Form 8-K under Item
        4, Changes in Registrant's Certifying Accountant.  On June 14, 2004, the
        Tasty  Baking  Company   401(k)  Thrift  Plan  (the  "Plan")   dismissed
        PricewaterhouseCoopers  LLP (PwC) as the independent  accountant for the
        Tasty Baking  Company  401(k) Thrift Plan. PwC was also dismissed as the
        independent  accountant  for the Tasty Baking  Company  Pension Plan. On
        June 14, 2004, the Plan engaged  Mitchell & Titus, LLP to audit the Plan
        for the year ended  December  31, 2003.  Mitchell & Titus,  LLP was also
        engaged to audit the Tasty  Baking  Company  Pension  Plan and the Tasty
        Baking Oxford,  Inc. 401(k) Savings Plan for the year ended December 31,
        2003.

        On June 28, 2004, the company  furnished a report on Form 8-K/A to amend
        Item 4, Changes in  Registrant's  Certifying  Accountant,  as originally
        filed with the SEC, and to include  Item 7,  Financial  Statements,  Pro
        Forma Financial Information and Exhibits.  Item 7 included Exhibit 16.1,
        which was a letter from PwC to the SEC dated June 25,  2004,  confirming
        PwC's agreement with the company's disclosures.

                                    15 of 16

<PAGE>


      TASTY BAKING COMPANY AND SUBSIDIARIES

                                   SIGNATURE
                                   ---------

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





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








    August 4, 2004                  /s/ David S. Marberger
----------------------              ----------------------------------------
        (Date)                      DAVID S. MARBERGER
                                    SENIOR VICE PRESIDENT AND
                                    CHIEF FINANCIAL OFFICER
                                             (Principal Financial and
                                                Accounting Officer)




                                    16 of 16


<PAGE>