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 28, 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                           6,232,043
           (Title of Class)                       (No. of Shares Outstanding
                                                        at August 7, 1997)

                  INDEX OF EXHIBITS IS LOCATED ON PAGE 9 OF 10.

                                     1 of 10

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                      TASTY BAKING COMPANY AND SUBSIDIARIES


                                      INDEX


                                                                            Page


PART I.   FINANCIAL INFORMATION

Item 1.   Financial Statements

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

          Consolidated Statements of Operations
          Thirteen weeks and Twenty-six weeks
          ended June 28, 1997 and June 29, 1996 ..............................4

          Consolidated Condensed Statements of Cash Flows
          Twenty-six Weeks Ended June 28, 1997 and June 29, 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 4.   Submission of Matters to a Vote of Security Holders ................9

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

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

                                     2 of 10

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PART I.   FINANCIAL INFORMATION
Item 1.   Financial Statements

                      TASTY BAKING COMPANY AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                   (unaudited)
<TABLE>
<CAPTION>
                                                        June 28, 1997      December 28, 1996
<S>                                                      <C>                 <C>         
Current assets:
     Cash                                                $    175,654        $    233,366
     Accounts and notes receivable, net of
       allowance for doubtful accounts                     18,272,877          16,962,591
     Inventories:
       Raw materials                                        1,845,302           1,626,877
       Work in progress                                       596,218             563,381
       Finished goods                                         724,613             665,254
                                                         ------------        ------------
                                                            3,166,133           2,855,512
     Deferred income taxes, prepayments and other           3,596,572           2,726,014
                                                         ------------        ------------
       Total current assets                                25,211,236          22,777,483
                                                         ------------        ------------
Property, plant and equipment:                            145,096,720         139,349,055
     Less accumulated depreciation                        101,917,868          98,375,648
                                                         ------------        ------------
                                                           43,178,852          40,973,407
                                                         ------------        ------------
Long-term receivables                                      11,949,889          10,288,159
                                                         ------------        ------------
Deferred income taxes                                      10,235,656          10,235,656
                                                         ------------        ------------
Spare parts inventory and miscellaneous assets              2,937,007           3,153,659
                                                         ------------        ------------
Total assets                                             $ 93,512,640        $ 87,428,364
                                                         ============        ============
Current liabilities:
     Current portion of long-term debt                   $     27,104        $     58,340
     Current obligations under capital leases                 657,692             587,336
     Notes payable, banks                                   1,850,000                  --
     Accounts payable                                       4,745,228           3,963,610
     Accrued liabilities                                    6,674,657           6,533,612
     Accrued income taxes                                     491,517           1,474,887
                                                         ------------        ------------
        Total current liabilities                          14,446,198          12,617,785
                                                         ------------        ------------
Long-term debt, less current portion                        6,289,125           5,302,416
                                                         ------------        ------------
Long-term obligations under capital leases,
     less current portion                                     768,276           1,131,118
                                                         ------------        ------------
Accrued pensions and other liabilities                     11,955,377          11,203,178
                                                         ------------        ------------
Postretirement benefits other than pensions                18,928,596          18,267,013
                                                         ------------        ------------
Shareholders' equity:
     Common stock                                           3,646,594           3,644,544
     Capital in excess of par value of stock               29,901,952          29,742,513
     Retained earnings                                     24,249,118          22,265,220
                                                         ------------        ------------
                                                           57,797,664          55,652,277
     Less:
     Treasury stock, at cost                               16,266,198          16,329,055
     Management Stock Purchase Plan
       receivables and deferrals                              406,398             416,368
                                                         ------------        ------------
                                                           41,125,068          38,906,854
                                                         ------------        ------------
Total liabilities and shareholders' equity               $ 93,512,640        $ 87,428,364
                                                         ============        ============
</TABLE>

                See accompanying notes to consolidated condensed
                             financial statements.

                                     3 of 10

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                      TASTY BAKING COMPANY AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                   (unaudited)


<TABLE>
<CAPTION>
                                            For the Thirteen Weeks Ended               For the Twenty-six Weeks Ended
                                         June 28, 1997         June 29, 1996         June 28, 1997         June 29, 1996
<S>                                      <C>                   <C>                   <C>                   <C>          
Gross Sales                              $  57,652,342         $  54,781,233         $ 113,285,582         $ 106,134,918


Less discounts and allowances              (18,678,237)          (17,031,966)          (36,856,731)          (32,442,042)
                                         -------------         -------------         -------------         -------------

Net Sales                                   38,974,105            37,749,267            76,428,851            73,692,876
                                         -------------         -------------         -------------         -------------

Costs and expenses:
     Cost of sales                          23,610,742            23,334,633            46,782,850            46,151,965

     Depreciation                            1,860,066             1,813,701             3,555,493             3,652,499

     Selling, general and
        administrative                      10,327,675             9,963,743            20,559,255            19,595,314


     Interest expense                          158,045                99,048               285,635               227,574

     Other income, net                        (415,287)             (455,740)             (811,714)             (909,312)
                                         -------------         -------------         -------------         -------------

                                            35,541,241            34,755,385            70,371,519            68,718,040
                                         -------------         -------------         -------------         -------------

Income before provision for
     income taxes                            3,432,864             2,993,882             6,057,332             4,974,836

Provision for income taxes                   1,326,230             1,157,108             2,336,905             1,918,713
                                         -------------         -------------         -------------         -------------

Net income                               $   2,106,634         $   1,836,774         $   3,720,427         $   3,056,123
                                         =============         =============         =============         =============


Average common shares outstanding            6,278,579             6,174,261             6,252,500             6,173,985


Per share of common stock:

     Net income                          $         .34         $         .30         $         .60         $         .50
                                         =============         =============         =============         =============

     Cash dividend                       $         .14         $         .14         $         .28         $         .28
                                         =============         =============         =============         =============
</TABLE>


                     See accompanying notes to consolidated
                        condensed financial statements.


                                     4 of 10

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                      TASTY BAKING COMPANY AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (unaudited)

<TABLE>
<CAPTION>
                                                            For the Twenty-six Weeks Ended
                                                          June 28, 1997       June 29, 1996
<S>                                                        <C>                 <C>        
Cash flows from (used for) operating activities
     Net income                                            $ 3,720,427         $ 3,056,123
     Adjustments to reconcile net income to net
      cash provided by operating activities:
         Depreciation                                        3,555,493           3,652,499
         Amortization                                           63,707              35,158
         Other                                               1,620,436             369,873
     Changes in assets and liabilities
      affecting operations                                  (2,552,172)         (1,471,943)
                                                           -----------         -----------

     Net cash from operating activities                      6,407,891           5,641,710
                                                           -----------         -----------

Cash flows from (used for) investing activities
     Purchase of property, plant and equipment              (5,788,833)         (2,470,609)
     Proceeds from owner/operators' loan repayments          1,838,209           2,604,830
     Loans to owner/operators                               (3,505,018)         (1,910,613)
     Other                                                      32,400              46,104
                                                           -----------         -----------

     Net cash used for investing activities                 (7,423,242)         (1,730,288)
                                                           -----------         -----------

Cash flows from (used for) financing activities
     Additional long-term debt                               2,000,000           3,000,000
     Proceeds from sale of common stock                        181,181                  --
     Dividends paid                                         (1,736,529)         (1,731,915)
     Payment of long-term debt                              (1,337,013)         (4,531,278)
     Net increase (decrease) in short-term debt              1,850,000            (700,000)
                                                           -----------         -----------

     Net cash from (used for) financing activities             957,639          (3,963,193)
                                                           -----------         -----------

     Net decrease in cash                                      (57,712)            (51,771)

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

     Cash, end of period                                   $   175,654         $    33,333
                                                           ===========         ===========


     Supplemental Cash Flow Information:
     Cash paid during the period for:
         Interest                                          $   228,036         $   233,946
                                                           ===========         ===========
         Income taxes                                      $ 3,470,240         $ 1,718,612
                                                           ===========         ===========
</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.  The company is currently  running test
     trials on a second  manufacturing line and expects to be producing products
     during the third quarter.


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 June 28, 1997 and  December  28, 1996 and the
     results of its operations for the thirteen and twenty-six  weeks ended June
     28,  1997 and June 29, 1996 and cash flows for the  twenty-six  weeks ended
     June 28, 1997 and June 29, 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
     twenty-six weeks ended June 28, 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 twenty-six weeks ended June 28, 1997
     and June 29, 1996, the difference  between the actual expenses incurred and
     the expenses charged to operations was not significant.

3.   Net Income Per Share
     Per share amounts are based on the weighted average number of common shares
     and equivalent shares outstanding during the quarter and year to date.

                                     6 of 10

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                      TASTY BAKING COMPANY AND SUBSIDIARIES

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

Results of Operations

For the second quarter of 1997, the company realized net income of $2,106,634 or
$.34 per share  versus  $1,836,774  or $.30 per share for the second  quarter of
1996. These results represent increases of 14.7% and 13.3%, respectively.

For the twenty-six weeks ended June 28, 1997, the company realized net income of
$3,720,427  or $.60  per  share  versus  $3,056,123  or $.50 per  share  for the
comparable period in 1996, an increase of 21.7% and 20%, respectively.

For the second quarter,  gross sales increased 5.2% to $57,652,342,  compared to
$54,781,233 last year. Gross sales, less discounts and allowances  resulted in a
net sales increase of 3.2% to $38,974,105  compared to $37,749,267 reported last
year.  The  increase  in gross  sales for the second  quarter  of 1997  resulted
primarily from price increases instituted by the company. The difference between
the  increases of 5.2% in gross sales and 3.2% in net sales  resulted  primarily
from higher promotion costs and increased discounts.

Cost of sales, as a percentage of net sales,  was 60.6% and 61.8% for the second
quarters of 1997 and 1996,  respectively.  This decrease in the current  quarter
was due to  moderating  commodity  costs as well as  favorable  packaging  costs
throughout the quarter.

Selling,  general and  administrative  expenses  for the second  quarter of 1997
increased by $363,932 or 3.7% over the comparable  period in 1996. This increase
resulted  primarily from an increase in advertising  costs and selling expenses.
Advertising  costs  were  higher  due to a new  television  campaign  which  was
instituted in the first quarter of 1997 and continued  into the second  quarter.
The increase in selling expenses resulted from the re-alignment of the company's
sales regions and expenses associated with higher sales levels.

Interest  expense  increased  for the second  quarter of 1997  versus the second
quarter of 1996 as a result of increased average borrowing levels.  The decrease
in other income, net for the second quarter of 1997 was the result of a decrease
in rental income.

The effective tax rate for each of the quarters ended June 28, 1997 and June 29,
1996 was 38.6%, 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 second 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 twenty-six weeks ended June 28, 1997, net cash from operating activities
increased by $766,181 to $6,407,891 from $5,641,710 for the same period in 1996.
The increase in net cash from  operating  activities was  principally  due to an
increase in net income and a reduction in pension contributions versus the prior
year.  These  favorable   changes  were  partially  offset  by  an  increase  in
receivables due to higher sales.

Net cash used for investing  activities for the twenty-six  weeks ended June 29,
1997 increased by $5,692,954 relative to the same period in 1996 principally due
to an increase in expenditures on equipment for the new Oxford facility, as well
as an  increase  in the funds  needed to  finance  the net  owner/operator  loan
activity.

Net cash from financing  activities for the twenty-six weeks ended June 28, 1997
increased  by  $4,920,832  relative to the same  twenty-six  weeks in 1996.  The
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

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                      TASTY BAKING COMPANY AND SUBSIDIARIES

PART II.  OTHER INFORMATION

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

     (a)  The Company's  annual  meeting of shareholders  was held on April 25,
          1997.

     (b)  The directors elected at the meeting were:

                                            For        Against        Withheld

                 James L. Everett,III     4,808,071      ---          343,313
                 Nelson G. Harris         4,807,738      ---          343,646
                 Carl S. Watts            4,812,533      ---          338,851

          Other directors whose terms of office  continued after the meeting are
          as follows:  Philip J. Baur,  Jr.,  Judith M. Von  Seldeneck,  Fred C.
          Aldridge, Jr., G. Fred DiBona, Jr., and John M. Pettine.

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

                                                      For     Against  Abstain

          Approval of the Amendments 
          to the Tasty Baking Company 
          Management Stock Purchase Plan           3,229,672  701,387  114,413



                                                      For     Against  Abstain

          Approval of Coopers & Lybrand L.L.P., 
          as independent certified public 
          accountants                              5,107,938   20,608   22,838



The foregoing  matters are described in detail in the Company's  proxy statement
dated March 20, 1997.




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 twenty-six
          weeks ended June 28, 1997.

                                  Exhibit Index

                      Exhibit 27 - Financial Data Schedule




                                     9 of 10

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                      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)


             August 7, 1997                      /S/ John M. Pettine
                 (Date)                             JOHN M. PETTINE
                                                   VICE PRESIDENT AND
                                                CHIEF FINANCIAL OFFICER
                                    (PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)



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