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 thirty-nine weeks ended September 28, 2002

( )  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
             -----                                     -----

                      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                                   8,103,685
--------------------------------------------------------------------------------
      (Title of Class)                                (No. of shares Outstanding
                                                           at October 25, 2002)

                 INDEX OF EXHIBITS IS LOCATED ON PAGE 11 OF 14.

                                     1 of 14

<PAGE>

                      TASTY BAKING COMPANY AND SUBSIDIARIES


                                      INDEX


                                                                            Page
                                                                            ----


PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

         Consolidated Condensed Balance Sheets
         September 28, 2002 and December 29, 2001.............................3

         Consolidated Condensed Statements of Operations
         Thirteen and Thirty-nine weeks ended September 28, 2002
         and September 29, 2001...............................................4

         Consolidated Condensed Statements of Cash Flows
         Thirty-nine weeks ended September 28, 2002 and September 29, 2001....5

         Notes to Consolidated Condensed Financial Statements...............6-7

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations................................8-9

Item 3.  Quantitative and Qualitative Disclosure
         About Market Risk10

Item 4.  Controls and Procedures..........................................10-11


PART II. OTHER INFORMATION

Item 2.  Changes in Securities and Use of Proceeds...........................11

Item 6.  Exhibits and Reports on Form 8-K....................................11

Signatures ..................................................................12

Certification ............................................................13-14


                                     2 of 14

<PAGE>

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements

<TABLE>
<CAPTION>
                               TASTY BAKING COMPANY AND SUBSIDIARIES
                               CONSOLIDATED CONDENSED BALANCE SHEETS
                                            (unaudited)

-------------------------------------------------------------------------------------------------
                                                        September 28, 2002     December 29, 2001
-------------------------------------------------------------------------------------------------
<S>                                                         <C>                   <C>
Current assets:
      Cash                                                  $     85,977          $    367,220
      Accounts and notes receivable, net of
        allowance for doubtful accounts                       23,774,305            22,233,413
      Inventories:
            Raw materials                                      4,074,270             3,995,228
            Work in progress                                     833,674               720,511
            Finished goods                                     2,269,843             3,696,045
                                                            ----------------------------------
                                                               7,177,787             8,411,784
      Deferred income taxes, prepayments and other             4,116,521             4,156,755
                                                            ----------------------------------
            Total current assets                              35,154,590            35,169,172
                                                            ----------------------------------
Property, plant and equipment:                               188,661,690           184,224,586
      Less accumulated depreciation                          129,783,036           124,522,610
                                                            ----------------------------------
                                                              58,878,654            59,701,976
                                                            ----------------------------------
Long-term receivables                                          9,641,774            10,201,049
                                                            ----------------------------------
Deferred income taxes                                          7,381,934             7,381,934
                                                            ----------------------------------
Spare parts inventory and miscellaneous assets                 3,786,714             3,682,688
                                                            ----------------------------------
Total assets                                                $114,843,666          $116,136,819
                                                            ==================================
Current liabilities:
      Current obligations under capital leases              $    183,667          $    239,593
      Notes payable, banks                                     3,000,000             3,900,000
      Accounts payable                                         7,332,933             5,306,976
      Accrued liabilities                                      6,786,451             7,438,750
                                                            ----------------------------------
         Total current liabilities                            17,303,051            16,885,319
                                                            ----------------------------------
Long-term debt, less current portion                          10,000,000            11,000,000
                                                            ----------------------------------
Long-term obligations under capital leases,
      less current portion                                     3,485,807             3,603,310
                                                            ----------------------------------
Accrued pensions and other liabilities                        11,830,504            11,506,969
                                                            ----------------------------------
Postretirement benefits other than pensions                   17,807,505            18,076,719
                                                            ----------------------------------
Shareholders' equity:
      Common stock                                             4,558,243             4,558,243
      Capital in excess of par value of stock                 29,389,935            29,388,567
      Retained earnings                                       33,587,677            34,838,636
                                                            ----------------------------------
                                                              67,535,855            68,785,446
      Less:
      Treasury stock, at cost                                 12,610,746            13,167,082
      Management Stock Purchase Plan
            receivables and deferrals                            508,310               553,862
                                                            ----------------------------------
                                                              54,416,799            55,064,502
                                                            ----------------------------------
Total liabilities and shareholders' equity                  $114,843,666          $116,136,819
                                                            ==================================

              See accompanying notes to consolidated condensed financial statements.

                                              3 of 14
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                               TASTY BAKING COMPANY AND SUBSIDIARIES
                                          CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                                            (unaudited)


----------------------------------------------------------------------------------------------------------------------------------
                                                For the Thirteen Weeks Ended              For the Thirty-nine Weeks Ended
                                          September 28, 2002   September 29, 2001 (b)  September 28, 2002  September 29, 2001 (b)
----------------------------------------------------------------------------------------------------------------------------------

<S>                                         <C>                   <C>                   <C>                   <C>
Gross Sales                                 $  63,652,435         $  62,531,791         $ 193,308,728         $ 194,707,238
Less discounts and allowances                 (23,670,747)          (21,717,403)          (70,581,607)          (68,452,675)
                                            -------------------------------------------------------------------------------
Net Sales                                      39,981,688            40,814,388           122,727,121           126,254,563
                                            -------------------------------------------------------------------------------
Costs and expenses:
      Cost of sales                            28,066,016            26,306,668            80,927,504            79,240,956

      Depreciation                              1,885,566             1,713,048             5,260,424             5,265,136

      Restructure charge (a)                            -                     -             1,405,000                     -

      Selling, general and
         administrative                        10,727,781            11,139,121            32,621,405            32,727,412

      Interest expense                            224,758               264,225               780,646               866,622

      Other income, net                          (258,663)             (316,181)             (833,902)             (937,410)
                                            -------------------------------------------------------------------------------

                                               40,645,458            39,106,881           120,161,077           117,162,716
                                            -------------------------------------------------------------------------------

Income (loss) before provision for
      income taxes                               (663,770)            1,707,507             2,566,044             9,091,847

Provision (benefit) for income taxes             (232,304)              657,430               913,590             3,423,787
                                            -------------------------------------------------------------------------------

Net income (loss)                           $    (431,466)        $   1,050,077         $   1,652,454         $   5,668,060
                                            ===============================================================================


Average common shares outstanding:
           Basic                                8,077,752             8,041,297             8,065,959             7,980,580
           Diluted                              8,165,012             8,202,964             8,177,983             8,124,676

Per share of common stock:

Net income:
           Basic                            ($       0.05)        $        0.13         $        0.20         $        0.71
                                            =============         =============         =============         =============
           Diluted                          ($       0.05)        $        0.13         $        0.20         $        0.70
                                            =============         =============         =============         =============

      Cash dividend                         $        0.12         $        0.12         $        0.36         $        0.36
                                            =============         =============         =============         =============

<FN>
(a)  The restructure  charge of $1,405,000  includes costs  associated with the closure of six thrift stores and severance  charges
     related to the elimination of certain manufacturing and administrative positions during the second quarter of 2002.

(b)  Reclassified for comparative purposes to reflect the change in presentation for thrift stores and cooperative advertising.
</FN>



                               See accompanying notes to consolidated condensed financial statements.


                                                              4 of 14

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                 TASTY BAKING COMPANY AND SUBSIDIARIES
                            CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                              (unaudited)



------------------------------------------------------------------------------------------------------
                                                             For the Thirty-nine Weeks Ended
                                                          September 28, 2002     September 29, 2001
------------------------------------------------------------------------------------------------------

<S>                                                           <C>                   <C>
Cash flows from (used for) operating activities
      Net income                                              $ 1,652,454           $ 5,668,060
      Adjustments to reconcile net income to net
       cash provided by operating activities:
          Depreciation                                          5,260,424             5,265,135
          Amortization                                             31,070                49,927
          Restructure charge                                    1,123,130                     -
          Other                                                  (588,077)              307,452
      Changes in assets and liabilities
       affecting operations                                       522,239            (3,888,618)
                                                              ---------------------------------

      Net cash from operating activities                        8,001,240             7,401,956
                                                              ---------------------------------

Cash flows from (used for) investing activities
      Purchase of property, plant and equipment                (4,437,102)           (5,997,432)
      Proceeds from owner/operators' loan repayments            3,090,795             2,888,092
      Loans to owner/operators                                 (2,531,520)           (3,480,589)
      Other                                                        79,911                29,885
                                                              ---------------------------------

      Net cash used for investing activities                   (3,797,916)           (6,560,044)
                                                              ---------------------------------

Cash flows from (used for) financing activities
      Additional long-term debt                                         -             1,000,000
      Dividends paid                                           (2,903,413)           (2,867,140)
      Payment of long-term debt                                (1,173,429)           (1,195,069)
      Net increase (decrease) in short-term debt                 (900,000)              700,000
      Net proceeds from sale of common stock                      492,275             1,318,113
                                                              ---------------------------------

      Net cash used for financing activities                   (4,484,567)           (1,044,096)
                                                              ---------------------------------

      Net decrease in cash                                       (281,243)             (202,184)

      Cash, beginning of year                                     367,220               311,242
                                                              ---------------------------------

      Cash, end of period                                     $    85,977           $   109,058
                                                              =================================


      Supplemental Cash Flow Information:
      Cash paid during the period for:
          Interest                                            $   424,620           $   716,220
                                                              =================================
          Income taxes                                        $   994,651           $ 3,058,642
                                                              =================================


                 See accompanying notes to consolidated condensed financial statements.


                                                5 of 14

</TABLE>

<PAGE>

                      TASTY BAKING COMPANY AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


1.   Restructure Charges
     -------------------

     During the fourth  quarter of 2001, the company closed its Dutch Mill plant
     in Wyckoff, New Jersey. In addition,  the company closed two thrift stores.
     Costs  related to these  events were  included in a  restructure  charge of
     $1,728,000.  At June 29,2002 the balance remaining for the 2001 restructure
     was  $387,065 of which  $124,632 was spent  during the third  quarter.  The
     remaining  balance  for the 2001  restructure  at  September  28,  2002 was
     $262,433.

     During the second quarter of 2002 the company closed six additional  thrift
     stores and eliminated certain  manufacturing and administrative  positions.
     There were 67 employees terminated as a result of the 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  restructure  charge of  $1,405,000.  The balance of the 2002
     restructure  charge  was  $1,314,714  at June 28,  2002.  During  the third
     quarter,  $191,584  was  expended  relative  to this  charge.  The  balance
     remaining for the 2002 restructure at June 28,2002 was $1,123,130.

<TABLE>
<CAPTION>
                                      Balance              Current                  Balance
                                      06/29/02           Expenditures                9/28/02
                                      --------           ------------                -------
<S>                                  <C>                    <C>                    <C>
       Lease obligations             $ 957,502              $ 59,451               $ 898,051
       Severance                       420,023               192,872                  227,151
       Other                           324,254                63,893                 260,361
                                    ----------              --------              ----------
       Total                        $1,701,779              $316,216              $1,385,563
</TABLE>


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 September 28, 2002 and December 29, 2001, the
     results of its  operations  for the  thirteen and  thirty-nine  weeks ended
     September  28,  2002  and  September  29,  2001  and  cash  flows  for  the
     thirty-nine  weeks ended  September 28, 2002 and September 29, 2001.  These
     unaudited  consolidated  condensed  financial  statements should be read in
     conjunction  with  the  consolidated  financial  statements  and  footnotes
     thereto in the company's 2001 Annual Report to  Shareholders.  In addition,
     the results of  operations  for the  thirteen and  thirty-nine  weeks ended
     September  28,  2002 are not  necessarily  indicative  of the results to be
     expected for the full year.

3.   New Credit Facility
     -------------------

     On January 31, 2002 the company  entered  into a new credit  facility  (the
     `facility')  for  $40,000,000  with two banks.  This facility  replaced all
     existing  short-term  and  long-term  lines of credit.  Under the facility,
     $15,000,000 is available on a 364-day basis and $25,000,000 is available on
     a three-year  revolving term,  both of which are renewable  annually for an
     extension  of one year upon  approval  of the  banks.  The  facility  bears
     interest  at an  indexed  LIBOR  rate or the prime  rate,  and it  contains
     restrictive  covenants,  which include  provisions  for the  maintenance of
     tangible net worth,  coverage of fixed charges,  and  restrictions on total
     indebtedness,  guarantees  and  investments.  The  364-day  portion  of the
     facility  contains a sub-limit of  $6,000,000  for  overnight  "Swing Line"
     borrowings.  The revolving  portion allows for Standby Letters of Credit to
     be issued.

                                     6 of 14

<PAGE>

4.   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.  The
     company's  dilutive  potential  common shares  outstanding  during the year
     result entirely from dilutive stock options. Potential common shares, which
     would  result from the exercise of stock  options,  are not included in the
     computation  of diluted per share amounts when the options'  exercise price
     is greater  than the  average  market  price of the common  shares.  As the
     Company  incurred a new loss for the thirteen  week period ended  September
     28, 2002, the effect of dilutive  securities,  totaling  87,260  equivalent
     shares,  have been excluded from the  computation  of net loss per share as
     their impact would be anti-dilutive.

                                     7 of 14

<PAGE>

                      TASTY BAKING COMPANY AND SUBSIDIARIES

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

Results of Operations

For the third  quarter of 2002,  the  company  realized  a net loss of  $431,466
versus  net income of  $1,050,077  for the third  quarter of 2001.  Net loss per
share was $.05 in 2002 compared to net income per share of $.13 in 2001.

Net income for the thirty-nine weeks ended September 28, 2002 was $1,652,454, or
$.20 per share versus  $5,668,060,  or $.70 per share for the thirty-nine  weeks
ended September 29, 2001. Included in net income for the thirty-nine weeks ended
September 28, 2002 was a  restructure  charge in the amount of  $1,405,000.  The
after-tax  impact  of this  charge  was  $843,000,  or  $.10  per  share.  After
eliminating  the  effect  of  this  charge,   the  comparable  results  for  the
thirty-nine weeks ended September 28, 2002 were $2,495,454, or $.31 per share.

For the third quarter 2002, gross sales increased 1.8% to $63,652,435,  compared
to  $62,531,791  for the third quarter 2001. The increase in gross sales for the
third  quarter  of 2002 was  primarily  the  result of  increased  volume in our
national  sales.  Gross sales,  less  discounts  and  allowances,  resulted in a
decrease in net sales of 2.0% to $39,981,688,  compared to $40,814,388  reported
last year. The percentage  decrease in net sales was primarily due to the effect
of higher commissions  related to the company's increased national sales volume.
For comparability,  2001 net sales in this filing are revised up by a net amount
of $473,742,  to reflect the  reclassification  of thrift store and co-operative
advertising expenses. In 2002, the company reported expenses incurred to run its
thrift  stores as operating  expenses;  in 2001 those  expenses  were shown as a
reduction of net sales.  Also during 2002, due to a change in accounting  rules,
the company is reporting  co-operative  advertising as a reduction of net sales;
in 2001 co-operative advertising was included in operating expense.

Cost of sales, as a percentage of gross sales, was 44.1% and 42.1% for the third
quarters of 2002 and 2001,  respectively.  The  percentage  increase in 2002 was
primarily due to a shift in our sales mix,  which  resulted in a decrease in our
profit margin.

Selling,  general  and  administrative  expenses  for the third  quarter of 2002
decreased  by  $411,340,  or 3.7%,  compared to the third  quarter of 2001.  The
decrease in was largely in advertising and selling expenses in the third quarter
of 2002,  and was  primarily  due to fewer open thrift store  locations in third
quarter 2002 compared to the third quarter of 2001.

Interest  expense  decreased  $39,467  for the third  quarter of 2002 versus the
third quarter of 2001 primarily as a result of continued lower average  interest
rates as well as lower average borrowing levels during the quarter.

The effective  tax rate was 35.0% for the quarter  ended  September 28, 2002 and
38.5% for the quarter  ended  September  29, 2001,  which  compares to a federal
statutory  rate of 34%.  The  difference  between  the  effective  rate  and the
statutory rate in the third quarter of 2002 was the result of state income taxes
offset by tax benefits  arising from the  quarter's  loss and from the quarter's
passive income and certain permanent differences.


During its October 23, 2002 earnings conference call, the company indicated that
it may be  required  to record  significant  additional  pension  expense in the
fourth quarter as prescribed by Statement of Financial  Accounting Standards No.
87. The decline in the equity  markets  during  2002 has caused a  corresponding
decline in the assets of the company's Pension Plan. In addition, the decline in

                                    8 of 14

<PAGE>

interest  rates in 2002 is likely to require the company to use a lower discount
rate at year-end.  If the decline in the assets of the Pension Plan  relative to
the actuarial  assumptions  continues through year-end 2002, and/or the discount
rate is lower at year-end,  an additional  non-cash  expense will be recorded to
2002 pension expense. In 1987, upon adoption of SFAS No. 87, the company elected
the immediate recognition method for the unrecognized actuarial gains and losses
of its  Pension  Plan.  Under this  method,  gains and losses that exceed a "10%
corridor," as measured against the Pension Plan's Projected  Benefit  Obligation
or the  Market  Value of Plan  Assets,  must be  immediately  recognized  in the
company's financial statements.  These calculations will be made in January 2003
based on the year-end  asset values and discount rates and any required gains or
losses  will be  recognized.  The  decline in Pension  Plan  assets may  require
additional  cash  contributions  to be made to the Plan. In anticipation of this
requirement, the company made a $1,000,000 voluntary tax-deductible contribution
to the Plan on September 15, 2002.

Financial Condition
-------------------

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

For the  thirty-nine  weeks ended  September 28, 2002,  net cash from  operating
activities  increased by $599,284 to  $8,001,240  from  $7,401,956  for the same
period  in 2001.  The  increase  in 2002  compared  to 2001 was due to a smaller
increase  in  receivables  as  compared  to the  prior  year and a  decrease  in
inventories  compared to an increase in the prior year.  In  addition,  net cash
from  operating  activities  in 2002  was  affected  by  favorable  adjustments,
including the restructure charge.

Net cash used for investing activities for the thirty-nine weeks ended September
28, 2002 decreased by $2,762,128  relative to the same period in 2001.  This was
due to  reduced  purchases  of  equipment  as well as  decreased  loans to owner
operators as compared to the same period in 2001.

Net cash used for financing activities for the thirty-nine weeks ended September
28, 2002 increased by $3,440,471 relative to the same thirty-nine week period in
2001.  This was due to an overall  reduction in the company's  debt level and to
lower proceeds from the sale of company stock.

For  the  remainder  of  2002  the  company  anticipates  that  cash  flow  from
operations,  along with the  continued  availability  of credit under the credit
facility,   will  provide  sufficient  cash  to  meet  operating  and  financing
requirements.

Forward-Looking Statements
--------------------------

Certain   statements  in  this  filing  that  are  not   historical   facts  are
"forward-looking  statements"  within  the  meaning  of the  Private  Securities
Litigation  Reform Act of 1995.  Forward-looking  statements  involve  risks and
uncertainties,  which could cause actual results to differ from those projected.
Factors  that  could  cause  actual  results  to differ  materially  from  those
expressed  or  implied by such  forward-looking  statements  include  changes in
general economic or business conditions,  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,  legal  proceedings  to which the
company is or may become a party,  the  actions of  competitors  and  customers,
changes in consumer tastes or eating habits, the success of plant  modernization
and business strategies  implemented by the company,  and the ability to develop
and market in a timely and efficient  manner new products  which are accepted by
consumers.

                                    9 of 14

<PAGE>

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

     The company has certain  floating  rate debt notes.  Under  current  market
conditions, the company believes that changes in interest rates would not have a
material impact on the  consolidated  financial  statements of the company.  The
company also has notes  receivable from owner operators whose rates adjust every
three years,  and,  therefore,  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 debt 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 the report.
The  company  established  a  disclosure  committee,  which  consists of certain
members  of  management.  Within  90 days  prior to the date of  filing  of this
report,  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. 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 for  gathering,  analyzing and disclosing
the 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. There have been no significant changes in the company's internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of this evaluation.

                                    10 of 14

<PAGE>


                      TASTY BAKING COMPANY AND SUBSIDIARIES

PART II.  OTHER INFORMATION

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

          During the quarter, the company sold 24,600 shares of its common stock
          to two current officers and one former officer of the company pursuant
          to the exercise of outstanding stock options. All shares were sold for
          cash and the  aggregate  price paid for the shares sold was  $367,031.
          The options were originally  granted under the terms and conditions of
          the  company's  various stock option plans and the stock option awards
          made from time to time to officers and  directors.  The original stock
          option awards and the  subsequent  sale of common stock by the company
          are  exempt  from  registration  as  transactions  by the  issuer  not
          involving  a public  offering as provided  under  Section  4(2) of the
          Securities Act of 1933, as amended,  and the  regulations  and rulings
          thereunder.  All  proceeds  from the sale of the common  stock will be
          used for general corporate purposes.


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

     (a)  Exhibits:

          Exhibit 3    - By-Laws of the company as amended on June 27,2002

          Exhibit 10.1 - Amended and restated  Employment  Agreement between the
                         company and Carl S. Watts dated August 19,2002

          Exhibit 10.2 - Employment Agreement between the company and Charles P.
                         Pizzi dated August 14,2002

          Exhibit 99.1 - 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  did not file a report on Form 8-K during the  thirty-nine
          weeks ended September 28, 2002.


                                    11 of 14

<PAGE>

                      TASTY BAKING COMPANY AND SUBSIDIARIES

                                   SIGNATURES
                                   ----------

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)








  November 8, 2002                               /S/ John M. Pettine
-----------------------             --------------------------------------------
       (Date)                                      JOHN M. PETTINE
                                            EXECUTIVE VICE PRESIDENT AND
                                               CHIEF FINANCIAL OFFICER
                                    (PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)


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                                 CERTIFICATIONS

I, John M. Pettine,  Executive  Vice  President and Chief  Financial  Officer of
Tasty Baking Company, certify that:

(1) I have reviewed this quarterly report on Form 10-Q of Tasty Baking Company;


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


(3) Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly report;


(4) The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


a) designed such disclosure controls and procedures 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 quarterly report is being prepared;


b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and


c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;


(5) The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of the registrant's board or directors (or persons performing the equivalent
functions):


a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and


b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and


(6) The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: November 8, 2002


                            /S/ John M. Pettine
                            -------------------------------------
                            John M. Pettine
                            Executive Vice President and Chief Financial Officer

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I,  Charles P. Pizzi,  President  and Chief  Executive  Officer of Tasty  Baking
Company, certify that:

(1) I have reviewed this quarterly report on Form 10-Q of Tasty Baking Company;


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


(3) Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly report;


(4) The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


a) designed such disclosure controls and procedures 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 quarterly report is being prepared;


b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and


c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;


(5) The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of the registrant's board or directors (or persons performing the equivalent
functions):


a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and


b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and


(6) The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: November 8, 2002




                            /S/ Charles P. Pizzi
                            -------------------------------------
                            Charles P. Pizzi
                            President and Chief Executive Officer


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