UNITED STATES
             SECURITIES AND EXCHANGE COMMISSION
                  Washington, D.C. 20549

                        FORM 10-Q

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
     THE SECURITIES EXCHANGE ACT OF 1934

    For the quarterly period ended OCTOBER 1, 2005

                          OR

[ ] 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 1-1361

           Tootsie Roll Industries, Inc.
  (Exact Name of Registrant as Specified in its Charter)

           VIRGINIA                       22-1318955
  (State of Incorporation)   (I.R.S. Employer Identification No.)

7401 South Cicero Avenue, Chicago, Illinois          60629
 (Address of Principal Executive Offices)          (Zip Code)

                               773-838-3400
        (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 ___

Indicate by check mark whether the Registrant is an accelerated filer (as
Defined in Rule 12b-2 of the Exchange Act)

                   Yes  X         No ___

Indicate by check mark whether the Registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act)

                   Yes            No  X

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date (October
12, 2005)

Class                                             Outstanding

Common Stock, $.69 4/9 par value                  35,574,325
Class B Common Stock, $.69 4/9 par value          18,005,706




         TOOTSIE ROLL INDUSTRIES, INC. AND SUBSIDIARIES



                        OCTOBER 1, 2005



                             INDEX

                                                               Page No.
Part I -   Financial Information

  Item 1.   Unaudited Financial Statements:

            Condensed Consolidated Statements of
             Financial Position                                    2

            Condensed Consolidated Statements of Earnings,
             Comprehensive Earnings and Retained Earnings          3

            Condensed Consolidated Statements of Cash Flows        4

            Notes to Condensed Consolidated Financial Statements   5-5A


  Item 2.   Management's Discussion and Analysis of Financial
             Condition and Results of Operations                   6-6C

  Item 3.   Quantitative and Qualitative Disclosures About
             Market Risk                                           6D

  Item 4.   Controls and Procedures                                6D

Part II -   Other Information

  Item 2.   Unregistered Sales of Equity Securities and
             Use of Proceeds                                       7

  Item 6.   Exhibits                                               7

  Signatures                                                       7

  Certifications                                                   7A
<TABLE>
                              PART 1. FINANCIAL INFORMATION
                               ITEM 1. FINANCIAL STATEMENTS
                       TOOTSIE ROLL INDUSTRIES, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
                               (in thousands of dollars)       (UNAUDITED)



ASSETS                                                Oct. 01,        Oct. 02,         Dec. 31,
 CURRENT ASSETS                                          2005            2004            2004

                                                <c>             <c>               <c>
  Cash & cash equivalents                           $    32,361     $  29,807         $  56,989
  Investments                                            46,027        30,399            32,369
  Trade accounts receivable,
   Less allowances of
   $3,528, $3,334 & $2,440                               87,078        90,895            28,456
  Other receivables                                       1,666         6,924             9,001
  Inventories, at cost
   Finished goods & work in process                      45,069        40,633            37,384
   Raw material & supplies                               21,086        22,179            21,393
  Prepaid expenses                                        3,754         6,367             5,719
  Deferred income taxes                                   1,410           951             1,382

   Total current assets                                 238,451       228,155           192,693

 PROPERTY, PLANT & EQUIPMENT, at cost
  Land                                                   14,991        14,968            14,973
  Buildings                                              61,776        60,718            61,714
  Machinery & equipment                                 255,713       238,313           244,367
                                                        332,480       313,999           321,054
 Less-accumulated depreciation                          152,208       139,059           142,304
 Net property, plant and equipment                      180,272       174,940           178,750

 OTHER ASSETS

  Goodwill                                               74,619        75,297            74,002
  Trademarks                                            193,342       191,747           193,342
  Investments                                            65,265       106,761            96,640
  Split dollar life insurance                            69,528        66,062            66,094
  Investment in joint venture                            11,041        10,000            10,232
                                                        413,795       449,867           440,310

   Total assets                                        $832,518      $852,962          $811,753










                                                    -2-

(The accompanying notes are an integral part of these statements.)
</TABLE>
<TABLE>
<CAPTION>


                  (in thousands except per share data)      (UNAUDITED)


LIABILITIES AND SHAREHOLDERS' EQUITY                   Oct. 1,        Oct. 02,          Dec. 31,
 CURRENT LIABILITIES                                     2005            2004            2004

                                                   <c>           <c>              <c>
  Bank loan                                            $ 60,000      $  17,000        $  6,333
  Accounts payable                                       17,546         23,994          19,315
  Dividends payable                                       3,751          3,659           3,659
  Accrued liabilities                                    52,603         52,981          44,722
  Income taxes payable                                   17,159         22,112           8,288
    Total current liabilities                           151,059        119,746          82,317

 NON-CURRENT LIABILITIES

  Bank loan                                                   -        105,000          85,667
  Deferred income taxes                                  25,974         23,034          25,995
  Postretirement health care and life
    insurance benefits                                   10,579          9,852          10,075
  Industrial development bonds                            7,500          7,500           7,500
  Deferred compensation and other liabilities            31,488         28,076          30,020
    Total non-current liabilities                        75,541        173,462         159,257
    Total liabilities                                   226,600        293,208         241,574

SHAREHOLDERS' EQUITY

 Common Stock, $.69-4/9 par value-
  120,000 shares authorized; 35,574,
  34,680 & 34,760 respectively, issued                   24,704         24,083          24,139
 Class B common stock, $.69-4/9 par value-
  40,000 shares authorized; 18,006, 17,595
  & 17,515, respectively, issued                         12,504         12,219          12,163
 Capital in excess of par value                         435,675        397,745         397,745
 Retained earnings                                      145,169        138,833         149,055
 Accumulated other comprehensive loss                   (10,142)       (11,134)        (10,931)
 Treasury stock (at cost)-
  60, 60 & 60 shares, respectively                       (1,992)        (1,992)         (1,992)
   Total shareholders' equity                           605,918        559,754         570,179
   Total liabilities and
     shareholders' equity                              $832,518       $852,962        $811,753



                                                       -2A-

(The accompanying notes are an integral part of these statements.)
</TABLE>
<TABLE>



                  TOOTSIE ROLL INDUSTRIES, INC. AND SUBSIDIARIES
                       CONDENSED CONSOLIDATED STATEMENTS OF
               EARNINGS, COMPREHENSIVE EARNINGS AND RETAINED EARNINGS
                 (in thousands except per share amounts)   (UNAUDITED)
                                                         13 WEEKS ENDED
                                                Oct. 1, 2005    &    Oct. 2, 2004

                                            <c>                  <c>
Net sales                                       $173,692             $156,971
Cost of goods sold                               106,197               92,167

Gross margin                                      67,495               64,804

Selling, marketing and administrative expenses    28,507               25,123

  Earnings from operations                        38,988               39,681
Other income, net                                  1,543                1,007

  Earnings before income taxes                    40,531               40,688
Provision for income taxes                        12,866               13,712
Net earnings                                      27,665               26,976

Other comprehensive income, before tax:

Foreign currency translation adjustments             195                  283

Unrealized gains on securities                        54                   95

Unrealized gains on derivatives                      529                  283

Other comprehensive income, before tax               778                  661

Income tax expense related to items of other
  comprehensive income                              (215)                (141)

Other comprehensive income, net of tax               563                  520

Comprehensive earnings                          $ 28,228             $ 27,496

Retained earnings at beginning of period        $121,251             $115,512
  Net earnings                                    27,665               26,976
  Cash dividends                                  (3,747)              (3,655)

Retained earnings at end of period              $145,169             $138,833

   Net earnings per share                          $0.52                $0.50
   Dividends per share *                           $0.07                $0.07

Average number of shares outstanding              53,520               53,772







*Does not include 3% stock dividend to shareholders of record on 3/11/05 and 3/02/04.



                                      -3-

(The accompanying notes are an integral part of the statements.)
</TABLE>
<TABLE>
<CAPTION>


                           TOOTSIE ROLL INDUSTRIES, INC. AND SUBSIDIARIES
                                CONDENSED CONSOLIDATED STATEMENTS OF
                 EARNINGS, COMPREHENSIVE EARNINGS AND RETAINED EARNINGS
                  (in thousands except per share amounts)     (UNAUDITED)
                                                             39 WEEKS ENDED
                                                Oct. 1, 2005    &    Oct. 2, 2004

                                            <c>                  <c>
Net sales                                       $375,244             $314,174
Cost of goods sold                               226,559              179,648

Gross margin                                     148,685              134,526

Selling, marketing and administrative expenses    73,617               61,966

  Earnings from operations                        75,068               72,560
Other income, net                                  3,934                3,303

  Earnings before income taxes                    79,002               75,863
Provision for income taxes                        25,100               25,566
Net earnings                                      53,902               50,297

Other comprehensive income, before tax:

Foreign currency translation adjustments             806                 (110)

Unrealized losses on securities                     (152)                (176)

Unrealized gains on derivatives                      124                1,262

Other comprehensive income, before tax               778                  976

Income tax benefit (expense) related to items
  of other comprehensive income                       11                 (401)

Other comprehensive income, net of tax               789                  575

Comprehensive earnings                          $ 54,691             $ 50,872

Retained earnings at beginning of period        $149,055             $156,786
  Net earnings                                    53,902               50,297
  Cash dividends                                 (11,148)             (10,891)
  Stock dividends - 3%                           (46,640)             (57,359)

Retained earnings at end of period              $145,169             $138,833

   Net earnings per share                          $1.01                $0.93
   Dividends per share *                           $0.21                $0.21

Average number of shares outstanding              53,600               53,966





*Does not include 3% stock dividend to shareholders of record on 3/11/05 and 3/02/04.



                                      -3A-

(The accompanying notes are an integral part of the statements.)
</TABLE>
<TABLE>


                         TOOTSIE ROLL INDUSTRIES, INC. AND SUBSIDIARIES
                         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                      (in thousands of dollars)       (UNAUDITED)
                                                           39 WEEKS ENDED
                                                 Oct.  1, 2005   &   Oct.  2, 2004
CASH FLOWS FROM OPERATING ACTIVITIES:

                                                  <c>                 <c>
Net earnings                                          $ 53,902            $ 50,297
Adjustments to reconcile net earnings to
 net cash provided by (used in) operating
 activities:
  Depreciation and amortization                         10,860               8,325
  Amortization of marketable securities                  1,332               1,885
  Purchase of trading securities                        (1,770)             (2,113)
  Changes in operating assets and liabilities:
   Accounts receivable                                 (58,359)            (61,476)
   Other receivables                                       658               2,089
   Inventories                                          (7,219)             (7,245)
   Prepaid expenses and other assets                    (2,862)             (5,453)
   Accounts payable and accrued liabilities              5,964              15,544
   Income taxes payable and deferred                     8,930              13,997
   Postretirement health care and life
    insurance benefits                                     504                 550
   Deferred compensation and other liabilities           1,620               1,745
   Other                                                   164                 (30)

Net cash provided by operating activities               13,724              18,115

CASH FLOWS FROM INVESTING ACTIVITIES:

  Acquisition of business, net of cash acquired             -             (218,229)
  Working capital adjustment from acquisition            6,755                   -
  Capital expenditures                                 (12,097)            (10,825)
  Purchase of held to maturity securities                    -             (22,049)
  Maturity of held to maturity securities                    -              67,657
  Purchase of available for sale securities            (15,086)            (81,699)
  Sale and maturity of available for
   sale securities                                      32,936              98,382

Net cash provided by (used in) investing activities     12,508            (166,763)

CASH FLOWS FROM FINANCING ACTIVITIES:

  Proceeds from bank loan                                6,400             154,000
  Repayment of bank loan                               (38,400)            (32,000)
  Dividends paid in cash                               (11,386)            (11,222)
  Shares repurchased and retired                        (7,474)            (16,407)

Net cash (used in) provided by financing activities    (50,860)             94,371

Decrease in cash and cash equivalents                  (24,628)            (54,277)
Cash and cash equivalents at the beginning of year      56,989              84,084

Cash and cash equivalents at the end of quarter       $ 32,361            $ 29,807

Supplemental cash flow information:
  Income taxes paid                                   $ 17,044            $ 12,402
  Interest paid                                       $  1,961            $    351
  Stock dividend issued                               $ 46,311            $ 56,959

(The accompanying notes are an integral part of the statements.)



                                            -4-
</TABLE>


          TOOTSIE ROLL INDUSTRIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                        OCTOBER 1, 2005
       (in thousands except per share amounts) (UNAUDITED)


Note 1 - Foregoing data has been prepared from the unaudited
         financial records of Tootsie Roll Industries, Inc. and Subsidiaries
         (the company) and in the opinion of management all adjustments
         necessary for a fair statement of the results for the interim period
         have been reflected.  All adjustments were of a normal and recurring
         nature. These condensed consolidated financial statements should be
         read in conjunction with the consolidated financial statements and
         the related notes included in the company's 2004 Annual Report on
         Form 10-K.


Note 2 - Average shares outstanding for the nine month period ended October
         1, 2005 reflects stock repurchases of 252 shares for
         $7,474 and a 3% stock dividend distributed on April
         14, 2005. Average shares outstanding for the nine month period
         ended October 2, 2004 reflects stock repurchases of
         474 shares for $16,407 and a 3% stock dividend
         distributed on April 14, 2004.


Note 3 - Results of operations for the period ended October 1,
         2005 are not necessarily indicative of results to be
         expected for the full year ended December 31, 2005 because
         of the seasonal nature of the company's operations.
         Historically, the third quarter has been the company's
         largest sales quarter due to Halloween sales.


Note 4 - The consolidated effective income tax rate favorably decreased in
         both the quarter and nine months from 33.7% in 2004 to 31.8% in
         2005.  This improvement generally reflects the statutory reduction
         in the U.S. federal income tax rate in 2005 for US manufacturing
         activities, lower effective rates for foreign taxes, and research
         and development credits against federal income taxes.

         On October 22, 2004, the President signed the American Jobs
         Creation Act of 2004 (the "Act"). The Act creates a temporary
         incentive for U.S. corporations to repatriate accumulated
         income earned abroad by providing an 85% dividends received
         deduction for certain dividends from controlled foreign
         corporations. The company has not completed its evaluation of
         the Act.  As such, the company has not yet determined whether,
         and to what extent, it may repatriate earnings that have not
         yet been remitted to the U.S. and therefore makes no estimate
         as to the amount of future remittances.  The company has
         determined that to the extent that foreign earnings are
         repatriated, the tax effect of such repatriation will not be
         material to its financial statements.

         The Act also provides for a deduction from income for
         qualified domestic production activities, which will be
         phased in from 2005 through 2010. This provision also is
         subject to a number of limitations which affect the effective
         tax rate in 2005 and later. The accompanying financial
         statements reflect the company's estimate of the Act on its
         effective tax rate and income tax expense in 2005.


                                    -5-




Note 5 - On August 30, 2004, the company purchased certain assets and
         assumed certain liabilities from Concord Confections, Inc.
         and its affiliates (collectively Concord) including its 50%
         equity interest in a Spanish joint venture. Cash
         consideration paid of $218,229 was funded by the liquidation
         of $64,229 of marketable securities and a bank term loan of
         $154,000.  During the second quarter 2005, the company
         finalized a working capital calculation required under terms
         of the purchase contract, and collected $6,755. The results
         of Concord's operations have been included in the company's
         condensed consolidated financial statements since August 30,
         2004. Concord holds a strong market position in the bubble
         gum category and its products are sold primarily under the
         Dubble Bubble brand name and trademark.

         The following table includes the unaudited pro forma net
         sales, net earnings and net earnings per share for the third
         quarter and nine months of 2004, respectively, as if the
         company had acquired Concord as of January 1, 2004. Pro forma
         adjustments are necessary to reflect costs and expenses of
         financing the purchase, including additional interest expense
         on bank borrowings, decrease in investment income reflecting
         the sale of marketable securities, and changes in
         depreciation expense resulting from fair value adjustments to
         net tangible assets.

         The pro forma results do not reflect any cost savings or
         synergies that might be realized, including the anticipated
         elimination of substantially all of the Concord historical
         senior executive compensation and other management expenses
         which aggregated $1,601 and $4,026 net of income taxes for the
         third quarter and nine months, respectively.

         Following is a summary of the unaudited pro forma combined
         results for Tootsie Roll Industries, Inc. and the Concord
         Confections business for the third quarter and nine months
         2004:


                                            Combined Pro Forma
                                     13 WEEKS ENDED     39 WEEKS ENDED
                                     OCTOBER 1, 2004    OCTOBER 1,2004

         Net sales                       $177,210           $373,342
         Net earnings                    $ 27,412           $ 51,506
         Earnings per share              $   0.51           $   0.95

         The pro forma results are not necessarily indicative of what
         actually would have occurred if the acquisition had been
         completed as of January 1, 2004, nor are they necessarily
         indicative of future consolidated results.


Note 6 - The bank loan is payable in quarterly installments through
         August of 2006. As a result of prepayments, the next
         quarterly installment is due in March, 2006. The loan is
         collateralized by investments in marketable securities and
         is subject to other terms and conditions, none of which are
         significant. Interest is LIBOR based, and the average rate
         was 3.5% in 2005.



                             -5A-



               ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                FINANCIAL CONDITION AND RESULTS OF OPERATIONS
               (dollars in thousands except per share amounts)


The following is management's discussion of the company's operating results and
analysis of factors that have affected the accompanying Condensed Consolidated
Statement of Earnings.


NET SALES:                                 Net change in
                                        Third Quarter, 2005
             Third Quarter                     vs.
           2005          2004           Third Quarter, 2004
         $173,692      $156,971                10.7%


                                         Nine Months, 2005
               Nine Months                      vs.
           2005          2004            Nine Months, 2004
         $375,244      $314,174                19.4%


Third quarter 2005 net sales were $173,692 compared to $156,971 in third
quarter 2004, an increase of $16,721 or 10.7%. Nine months 2005 net sales of
$375,244 increased $61,070 or 19.4% from nine months 2004 net sales of
$314,174. Third quarter and nine months 2005 sales benefited from $23,200 and
$62,200, respectively, of sales from Concord Confections which was acquired on
August 30,2004. In addition, many of the Company's core brands had sales
increases in the third quarter and nine month 2005 period as a result of
successful marketing programs, including those related to "back-to-school" and
pre-Halloween programs. The Company also had selective price increases in early
2005 which aided the third quarter and nine months sales results.



COST OF SALES:
                                                   Cost of Sales as a
             Third Quarter                       Percentage of Net Sales
          2005           2004                3rd Qtr. 2005    3rd Qtr. 2004
        $106,197       $92,167                    61.1%           58.7%


                                                   Cost of Sales as a
              Nine Months                        Percentage of Net Sales
          2005           2004              Nine Months 2005   Nine Months 2004
        $226,559       $179,648                   60.4%           57.2%



Cost of sales as a percentage of net sales increased from 58.7% in the third
quarter 2004 to 61.1% in third quarter 2005, and from 57.2% in nine months 2004
to 60.4% in nine months 2005. These increases in cost of sales as a percentage
of net sales are the result of the inclusion of Concord Confections, which has
lower gross margins, combined with the impact of increases in certain
ingredient and packaging costs, higher energy, fuel and transportation costs,
and additional costs associated with the relocation and implementation of new
production lines.

Significant cost increases are anticipated during 2006 in many commodities and
packaging materials widely used in the confectionary industry, including sugar,
corn syrup, dextrose, milk, whey and energy.  The company is currently
assessing the effects of these cost increases as well as how they can be
mitigated in 2006.

                                  -6-



OPERATING EARNINGS:
                                             Third Quarter, 2005
             Third Quarter                          vs.
         2005             2004               Third Quarter, 2004
       $38,988          $39,681                     (1.7)%



                                               Nine Months, 2005
              Nine Months                             vs.
         2005             2004                 Nine Months, 2004
       $75,068          $72,560                      3.5%


Third quarter 2005 selling, marketing and administrative expenses were $28,507
compared to $25,123 in third quarter 2004, an increase of $3,384 or 13.5%. In
the comparative nine month periods, these expenses rose from $61,966 in 2004 to
$73,617 in 2005, an increase of $11,651 or 18.8%.  These increases principally
reflect the additional expenses associated with increased sales, including the
incremental operating expenses of Concord Confections, in the respective 2005
periods. As a percentage of net sales, total selling, marketing and
administrative expenses increased from 16.0% in third quarter 2004 to 16.4% in
third quarter 2005, however, such expenses decreased from 19.7% in nine months
2004 to 19.6% in nine months 2005. The aforementioned decrease in nine months
operating expenses as a percentage of sales reflects various cost efficiencies
achieved year-to-date from increased consolidated net sales, including the
sales from Concord Confections, partially offset by generally higher operating
expenses.  The Company has substantially completed the integration of the
Concord Confections branch into its confectionary product portfolio.

Third quarter 2005 earnings from operations were $38,988 compared to $39,681 in
third quarter 2004, a decrease of $693 or 1.7%. Nine months 2005 earnings from
operations were $75,068 compared to $72,560, an increase of $2,508 or 3.5%.
Improved operating earnings in nine months 2005 principally resulted from
higher reported consolidated sales, including the inclusion of the Concord
Confections results as discussed above. However, the effects of higher sales
were partially mitigated by those adverse factors that affected cost of sales
as discussed above, particularly in third quarter 2005.


NET EARNINGS:
                                              Third Quarter, 2005
             Third Quarter                           vs.
         2005             2004                Third Quarter, 2004
       $27,665          $26,976                      2.6%


                                               Nine Months, 2005
               Nine Months                           vs.
         2005             2004                 Nine Months, 2004
       $53,902          $50,297                      7.2%


Third quarter 2005 net earnings were $27,665 compared to third quarter 2004 net
earnings of $26,976, a $689 or 2.6% increase.  Third quarter 2005 earnings per
share were $0.52, compared to $0.50 per share in the prior year comparative
period, an increase of $0.02 or 4.0%.





                                  -6A-




Nine months 2005 net earnings were $53,902 compared to nine months 2004 net
earnings of $50,297. Nine months net earnings per share were $1.01 in 2005
compared to $0.93 per share in 2004, an increase of $0.08 per share or 8.6%.


Other income, net was $1,543 in third quarter 2005 compared to $1,007 in third
quarter 2004, an increase of $536.  The aforementioned increase includes $457
of increased interest expense and $293 of decreased investment income
reflecting the financing costs of Concord Confections acquired on August 30,
2004.  However, third quarter 2005 other income, net benefited from an
increased real estate rental income from Concord Confections and higher net
income from the company's Spanish joint venture acquired as part of the Concord
Confections acquisition. In addition, third quarter 2005 other income, net
benefited from $684 of foreign exchange gains compared to a $68 loss in third
quarter 2004.

Other income, net was $3,934 in nine months 2005 compared to $3,303 in nine
months 2004, an increase of $631.  Nine months other income, net reflects
$1,637 of increased interest expense and $1,171 of decreased investment income
reflecting the financing costs of the Concord Confections acquisition. However,
nine months 2005 other income, net benefited from an increased real estate
rental income from Concord Confections and higher net income from the company's
Spanish joint venture. In addition, nine months 2005 other income, net
benefited from $744 of foreign exchange gains compared to $45 of gains in nine
months 2004.

The consolidated effective income tax rate favorably decreased in both the
quarter and nine months from 33.7% in 2004 to 31.8% in 2005.  This improvement
generally reflects the statutory reduction in the U.S. federal income tax rate
in 2005 for US manufacturing activities, lower effective rates for foreign
taxes, and research and development credits against federal income taxes.

In addition to the factors discussed above, earnings per share benefited from
fewer shares outstanding as a result of the company's share repurchases.


LIQUIDITY AND CAPITAL RESOURCES:

The company's current ratio (current assets divided by current liabilities) was
1.6 to 1 as of the end of third quarter 2005 as compared to 1.9 to 1 as of the
end of third quarter 2004 and 2.3 to 1 as of the end of fourth quarter 2004.
Net working capital was $87,392 as of the end of third quarter 2005 as compared
to $110,376 and $108,409 as of the end of fourth quarter 2004 and third quarter
2004, respectively.  The aforementioned net working capital amounts are
principally reflected in aggregate cash and cash equivalents and short-term
investments which totaled $78,388 as of the end of third quarter 2005 compared
to $89,358 and $60,206, as of the end of fourth quarter 2004 and third quarter
2004, respectively.  Net working capital was also affected by the
classification of $60,000 of the bank loan as a short-term liability as of the
end of third quarter 2005.  In addition, long-term investments, principally
debt securities comprising municipal bonds, were $65,265 as of the end of third
quarter 2005 as compared to $96,640 and $106,761 as of the end of fourth
quarter 2004 and third quarter 2004, respectively.

The decreases in aggregate cash and cash equivalents, and short-term and
long-term investments from third quarter 2004 reflect the Company's partial
repayment of the bank term loan related to the acquisition of Concord
Confections on August 30,2004 for an adjusted purchase price of approximately
$212,500. The aforementioned adjusted purchase price reflects the Company's
recovery during second quarter 2005 of approximately $6,800 relating to the
final determination of the required minimum working capital amount under terms
of the Concord purchase contract.


                                    -6B-


Investments in municipal bonds and other debt securities that matured during
nine months 2004 were generally replaced with debt securities of similar
maturities. Investments that matured or were sold during nine months 2005 were
generally used to repay the bank loan relating to the Concord acquisition.

Net cash provided by operating activities was $13,724 for nine months 2005,
compared to $18,115 of net cash provided by operating activities in nine months
2004.  The aforementioned net change in net cash provided by operating
activities principally reflects higher net income and higher depreciation in
2005, and the Company's pre-funding of the annual cost of certain defined
contribution employee benefit plans in 2004, reflected as a prepaid expense,
which was not pre-funded in 2005. However, the timing of payments in 2005
compared to 2004 relating to income taxes and accounts payable and accrued
liabilities more than offset the aforementioned effects of net cash provided by
operating activities.

Capital expenditures for nine months 2005 and 2004 were $12,097 and $10,825,
respectively.  Capital expenditures for the 2005 year are anticipated to be
generally in line with historical annualized spending after adjusting for the
addition of Concord Confections, and are to be funded from the company's cash
flow from operations and internal sources.

As of the end of third quarter 2005, the company has $60,000 outstanding
relating to its bank loan in connection with the financing of the Concord
Confections acquisition on August 30,2004. As a result of prepayments on this
loan, the next required installments of $11,000 and $49,000 are due in the
second and third quarters of 2006, respectively. The company anticipates making
substantial prepayments on this loan in 2005 and 2006 which will be funded from
cash flows from operations and maturities of investments in marketable
securities.

Cash dividends paid in nine months 2005 and 2004 were $11,386 and $11,222,
respectively. The company also repurchased and retired $7,474 and $16,407 of
its shares outstanding during nine months 2005 and 2004, respectively.

The company has entered into a contract to sell a surplus parcel of real
estate. This transaction, which is subject to customary closing conditions, is
expected to close in the fourth quarter of 2005 or first quarter 2006 and will
result in a net after-tax gain of approximately $13.0 million. Because the
company expects to defer substantially all of the current income taxes related
to this gain by entering into an IRC Section 1031 Like-Kind Exchange for
alternate real estate, the aforementioned net gain of $13.0 million reflects a
provision for deferred income taxes.  The Company will recognize this gain in
the period of the real estate closing including the receipt of the proceeds.

This discussion and certain other sections of this Form 10-Q contain forward
-looking statements that are based largely on the company's current
expectations and are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995.  Forward-looking statements are
subject to certain risks, trends and uncertainties that could cause actual
results and achievements to differ materially from those expressed in the
forward-looking statements.  Such risks, trends and uncertainties, which in
some instances are beyond the company's control, include changes in demand and
consumer preferences, including seasonal events such as Halloween; the effect
of ingredient costs changes; the effect of acquisitions on the company's
results of operations and financial condition; the effect of changes in foreign
currencies on the company's foreign subsidiaries; the company's reliance on
third-party vendors for various goods and services; the company's ability to
successfully implement new production processes and lines; the effect of
changes in assumptions, including discount rates,  sales growth and profit


                                    -6C-




margins, relating to the company's impairment testing and analysis of its
goodwill and trademarks; changes in the confectionary market place including
actions taken by major retailers and customers; customer and consumer response
to marketing programs and price adjustments; changes in governmental laws and
regulations including taxes; the overall competitive environment in the
company's industry; and changes in assumptions and judgments discussed under
the heading "Critical Accounting Policies of the company's MD&A" included in
the 2004 annual report and 10-K.  The words "believe," "expect," "anticipate,"
"estimate," "intend" and similar expressions generally identify forward-looking
statements.  Readers are cautioned not to place undue reliance on such forward
-looking statements, which are as of the date of this filing.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK:

The company is exposed to various market risks, including fluctuations in
sugar, corn syrup, edible oils, cocoa and packaging costs. The company is also
exposed to exchange rate fluctuations in the Canadian dollar which is the
currency used for a portion of the operating expenses at its Canadian plants.
The company also invests in securities with maturities of up to three years,
the majority of which are held to maturity, which limits the company's exposure
to interest rate fluctuations.  There has been no material change in the
company's market risks that would significantly affect the disclosures made in
the Form 10-K for the year ended December 31, 2004.



Item 4.	CONTROLS AND PROCEDURES

Under the supervision and with the participation of management, the chief
executive officer and chief financial officer of the company have evaluated the
effectiveness of the design and operation of the company's disclosure controls
and procedures as of October 1, 2005 and, based on their evaluation, the chief
executive officer and chief financial officer have concluded that these
controls and procedures are effective.  Disclosure controls and procedures are
designed to ensure that information required to be disclosed by the company in
the reports that it files or submits under the Securities Exchange Act of 1934
is recorded, processed, summarized and reported, within the time periods
specified in the Securities and Exchange Commission's rules and forms.
Disclosure controls and procedures are also designed to ensure that information
is accumulated and communicated to management, including the chief executive
officer and chief financial officer, as appropriate to allow timely decisions
regarding required disclosure.

There has been no change in the company's internal control over financial
reporting that occurred during the company's fiscal quarter ended October 1,
2005 that has materially affected, or is reasonably likely to materially
affect, the company's internal control over financial reporting.









                                        -6D-


<TABLE>
              PART II - OTHER INFORMATION

             TOOTSIE ROLL INDUSTRIES, INC.
                    AND SUBSIDIARIES

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds


                                                                             Approximate Dollar
                    (a) Total     (b) Average               Shares           Value of Shares that
                    Number of     Price Paid per     Purchased as Part of    May Yet Be Purchased
                      Shares         Share        Publicly Announced Plans   Under the Plans
  Period            Purchased                          Or Programs               or Programs


                 <c>           <c>               <c>                      <c>
JUL 3 TO JUL 30        -0-         $      -          NOT APPLICABLE           NOT APPLICABLE

JUL 31 TO AUG 27       -0-                -          NOT APPLICABLE           NOT APPLICABLE

AUG 28 TO OCT 1        -0-                -          NOT APPLICABLE           NOT APPLICABLE

TOTAL                  -0-         $      -

     While the Company does not have a formal or publicly announced stock
repurchase program, the company's board of directors periodically authorizes
a dollar amount for share repurchases.  The treasurer executes share
repurchase transactions according to these guidelines.


Item 6. EXHIBITS

    Exhibits 31.1 and 31.2 - Certifications Pursuant to Section
    302 of the Sarbanes-Oxley Act of 2002.

    Exhibit 32 - Certification Pursuant to 18 U.S.C. Section 1350,
    As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002.






                     SIGNATURES

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

                            TOOTSIE ROLL INDUSTRIES, INC.

Date:  Nov. 9, 2005         BY:/s/Melvin J. Gordon
                               Melvin J. Gordon
                               Chairman of the Board

Date:  Nov. 9, 2005         BY:/s/G. Howard Ember, Jr.
                               G. Howard Ember, Jr.
                               Vice President/Finance






                               -7-
</TABLE>


                                                                   Exhibit 31.1

                                      CERTIFICATION

I, Melvin J. Gordon, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of Tootsie Roll
    Industries, Inc,;

2.  Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the state-
ments made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial infor-
mation included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4.  The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:

    a) designed such disclosure controls and procedures, or caused such dis-
closure controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;

    b) designed such disclosure controls over financial reporting, or caused
such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;

    c) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and

    d) disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting;
and

5.  The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors:

    a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and

    b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.

                                    Date:  Nov. 9, 2005


                                    By:    /s/Melvin J. Gordon
                                           Melvin J. Gordon
                                           Chairman and Chief Executive Officer





                               -7A-

                                                                   Exhibit 31.2

                                      CERTIFICATION

I, G. Howard Ember, Jr. certify that:

1.  I have reviewed this quarterly report on Form 10-Q of Tootsie Roll
    Industries, Inc,;

2.  Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the state-
ments made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial infor-
mation included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4.  The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:

    a) designed such disclosure controls and procedures, or caused such dis-
closure controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;

    b) designed such disclosure controls over financial reporting, or caused
such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;


    c) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and

    d) disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting;
and

5.  The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors:

    a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and

    b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.

                                    Date:  Nov. 9, 2005


                                    By:    /s/G. Howard Ember, Jr.
                                           G. Howard Ember, Jr.
                                           Vice President/Finance and
                                           Chief Financial Officer


                               -7B-
                                                         Exhibit 32


    Certificate Pursuant to Section 1350 of Chapter 63
           Of Title 18 of the United States Code


    Each of the undersigned officers of Tootsie Roll Industries, Inc.

Certifies that (i) the Quarterly Report on Form 10-Q of Tootsie Roll

Industries, Inc. for the quarterly period ended October 1, 2005 (the

Form 10-Q) fully complies with the requirements of secton 13(a) or

15(d) of the Securities Exchange Act of 1934 and (ii) the information

contained in the Form 10-Q fairly presents, in all material respects,

the financial condition and results of operations of Tootsie Roll

Industries, Inc. and its subsidiaries.









Dated: Nov. 9, 2005                  /s/Melvin J. Gordon
                                     Melvin J. Gordon
                                     Chairman and Chief
                                     Executive Officer



Dated: Nov. 9, 2005                  /s/G. Howard Ember, Jr.
                                     G. Howard Ember, Jr.
                                     V.P./Finance and
                                     Chief Financial Officer












                             -7C-