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 June 30, 2007

                          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 a large accelerated
filer, an accelerated filer or a non-accelerated filer.  See definition
of "accelerated filer and large accelerated filer" in Rule 12b-2 of the
Exchange Act.

Large accelerated filer X  Accelerated filer   _  Non-accelerated filer  __

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 (June 30, 2007)

Class                                             Outstanding

Common Stock, $.69 4/9 par value                   36,098,854
Class B Common Stock, $.69 4/9 par value           18,916,177



         TOOTSIE ROLL INDUSTRIES, INC. AND SUBSIDIARIES



                        JUNE 30, 2007



                             INDEX

                                                  Page No.
Part I -   Financial Information

  Item 1.   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


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

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

  Item 4.   Controls and Procedures                                6E

Part II -   Other Information

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

  Item 4.   Submission of Matters to a Vote of Security
             Holders                                               7

  Item 6.   Exhibits                                               7A

  Signatures                                                       7A

  Certifications                                                   7B-D


<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                                     June 30,        July 1,          Dec. 31,
 CURRENT ASSETS                               2007           2006             2006____

                                       <c>           <c>               <c>
  Cash & cash equivalents                  $ 39,761      $ 11,511          $ 55,729
  Investments                                19,596        39,452            23,531
  Trade accounts receivable,
   Less allowances of
   $2,090, $2,160 & $2,322                   27,396        21,969            35,075
  Other receivables                           2,850         1,160             3,932
  Inventories
   Finished goods & work in process          75,333        73,993            42,146
   Raw material & supplies                   25,735        24,778            21,811
  Prepaid expenses                            5,114         3,758             6,489
  Deferred income taxes                       7,150         6,654             2,204

   Total current assets                     202,935       183,275           190,917

 PROPERTY, PLANT & EQUIPMENT, at cost

  Land                                       19,402        19,401            19,402
  Buildings                                  87,273        84,241            87,273
  Machinery & equipment                     263,034       254,614           259,049
                                            369,709       358,256           365,724
 Less-accumulated depreciation              169,100       156,220           162,826
 Net property, plant and equipment          200,609       202,036           202,898

 OTHER ASSETS

  Goodwill                                   73,237        74,194            74,194
  Trademarks                                189,024       189,024           189,024
  Investments                                59,172        45,425            51,581
  Split dollar life insurance                75,058        72,857            73,357
  Investment in joint venture                 9,207        11,188             9,668
                                            405,698       392,688           397,824

   Total assets                            $809,242      $777,999          $791,639




                                                    -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       June 30,         July 1,          Dec. 31,
 CURRENT LIABILITIES                          2007            2006            2006____

                                        <c>           <c>              <c>
  Accounts payable                          $ 18,817      $  19,702        $ 13,102
  Dividends payable                            4,401          4,347           4,300
  Accrued liabilities                         38,027         41,021          43,802
  Income taxes payable                             -          7,936           1,007
    Total current liabilities                 61,245         73,006          62,211

 NON-CURRENT LIABILITIES

  Deferred income taxes                       36,504         38,756          40,864
  Postretirement health care and life
    insurance benefits                        13,201         11,025          12,582
  Industrial development bonds                 7,500          7,500           7,500
  Liability for uncertain tax positions       19,273              -               -
  Deferred compensation and other
   liabilities                                39,398         32,565          37,801
    Total non-current liabilities            115,876         89,846          98,747
    Total liabilities                        177,121        162,852         160,958

SHAREHOLDERS' EQUITY

 Common Stock, $.69-4/9 par value-
  120,000 shares authorized; 36,099,
  35,870 & 35,364, respectively, issued       25,069         24,910          24,558
 Class B common stock, $.69-4/9 par value-
  40,000 shares authorized; 18,916, 18,414
  & 18,390, respectively, issued              13,136         12,788          12,771
 Capital in excess of par value              474,467        453,074         438,648
 Retained earnings                           133,894        137,182         169,233
 Accumulated other comprehensive loss        (12,453)       (10,815)        (12,537)
 Treasury stock (at cost)-
  63, 61 & 62 shares, respectively            (1,992)        (1,992)         (1,992)
   Total shareholders' equity                632,121        615,147         630,681
   Total liabilities and
     shareholders' equity                   $809,242       $777,999        $791,639







                                                       -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
                                                June 30, 2007   &    July 1, 2006

                                            <c>                  <c>
Net sales                                       $101,901             $ 94,944
Cost of goods sold                                67,026               56,894

Gross margin                                      34,875               38,050

Selling, marketing and administrative expenses    23,069               22,378

Earnings from operations                          11,806               15,672
Other income, net                                  2,495                2,542

Earnings before income taxes                      14,301               18,214
Provision for income taxes                         4,075                5,356
Net earnings                                      10,226               12,858

Other comprehensive income, before tax:

Foreign currency translation adjustments             290                 (374)

Unrealized losses on securities                      (23)                (900)

Unrealized losses on derivatives                    (169)              (2,035)

Other comprehensive income (loss), before tax         98               (3,309)

Income tax benefit related to items
 of other comprehensive income                        72                1,085

Other comprehensive income (loss), net of tax        170               (2,224)

Comprehensive earnings                          $ 10,396             $ 10,634

Retained earnings at beginning of period        $128,064             $128,666
  Net earnings                                    10,226               12,858
  Cash dividends                                  (4,396)              (4,342)

Retained earnings at end of period              $133,894             $137,182

   Net earnings per share                          $0.19                $0.23
   Dividends per share *                           $0.08                $0.08

Average number of shares outstanding              55,139               55,943



*Does not include 3% stock dividend to shareholders of record on 3/09/07 and 3/10/06.



                                      -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)
                                                             26 WEEKS ENDED
                                                June 30, 2007   &   July 1, 2006

                                            <c>                  <c>
Net sales                                       $194,815             $198,766
Cost of goods sold                               126,570              121,316

Gross margin                                      68,245               77,450

Selling, marketing and administrative expenses    43,788               45,427

Earnings from operations                          24,457               32,023
Other income, net                                  4,477                4,389

Earnings before income taxes                      28,934               36,412
Provision for income taxes                         8,897               11,192
Net earnings                                      20,037               25,220

Other comprehensive income, before tax:

Foreign currency translation adjustments               -                 (698)

Unrealized gains (losses) on securities               12                 (740)

Unrealized gains (losses) on derivatives             118               (2,704)

Other comprehensive income (loss), before tax        130               (4,142)

Income tax benefit (expense) related to items
  of other comprehensive income                      (47)               1,274

Other comprehensive income, net of tax                83               (2,868)

Comprehensive earnings                          $ 20,120             $ 22,352

Retained earnings at beginning of period        $169,233             $164,236
  Net earnings                                    20,037               25,220
  Cash dividends                                  (8,691)              (8,580)
  Stock dividends - 3%                           (46,685)             (43,694)

Retained earnings at end of period              $133,894             $137,182

   Net earnings per share                          $0.36                $0.45
   Dividends per share *                           $0.16                $0.16

Average number of shares outstanding              55,207               56,117





*Does not include 3% stock dividend to shareholders of record on 3/09/07 and 3/10/06.



                                      -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)
                                                           26 WEEKS ENDED
                                                 June 30, 2007   &   July  1, 2006
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                  <C>                 <C>
Net earnings                                          $ 20,037            $ 25,220
Adjustments to reconcile net earnings to
 net cash provided by (used in) operating
 activities:
  Depreciation and amortization                          7,796               7,414
  Amortization of marketable securities                    312                 555
  Purchase of trading securities                          (326)             (1,643)
  Changes in operating assets and liabilities:
   Accounts receivable                                   7,679               8,723
   Other receivables                                     1,202                 (95)
   Inventories                                         (37,111)            (43,953)
   Prepaid expenses and other assets                     1,019              (1,730)
   Accounts payable and accrued liabilities                (61)             (1,570)
   Income taxes payable and deferred                     8,920                (921)
   Postretirement health care and life
    insurance benefits                                     619                 242
   Deferred compensation and other liabilities            (392)                767
   Other                                                    66                 (42)

Net cash provided by (used in) operating activities      9,760              (7,033)

CASH FLOWS FROM INVESTING ACTIVITIES:

  Capital expenditures                                  (5,506)            (30,983)
  Decrease in restricted cash                                -              22,330
  Purchase of available for sale securities            (15,104)             (6,826)
  Sale and maturity of available for
   sale securities                                      13,463              21,544

Net cash (used in) provided by investing activities     (7,147)              6,065

CASH FLOWS FROM FINANCING ACTIVITIES:

  Repayment of bank loan                                     -             (32,001)
  Dividends paid in cash                                (8,756)             (8,628)
  Shares repurchased and retired                        (9,825)            (15,898)

Net cash used in financing activities                  (18,581)            (56,527)

Decrease in cash and cash equivalents                  (15,968)            (57,495)
Cash and cash equivalents at the beginning of year      55,729              69,006

Cash and cash equivalents at the end of quarter       $ 39,761            $ 11,511

Supplemental cash flow information:
  Income taxes paid (refunded)                        $   (300)           $ 10,118
  Interest paid                                       $    319            $    593
  Stock dividend issued                               $ 46,520            $ 43,563

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



                                            -4-

</TABLE>


          TOOTSIE ROLL INDUSTRIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                        June 30, 2007
       (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 consolidated financial
         statements should be read in conjunction with the
         consolidated financial statements and the related
         notes included in the Company's 2006 Annual Report
         on Form 10-K.


Note 2 - Average shares outstanding for the period ended June
         30, 2007 reflects stock repurchases and subsequent
         retirements of 346 shares for $9,825 and a 3% stock
         dividend distributed on April 12, 2007. Average shares
         outstanding for the period ended July 1, 2006 reflects
         stock repurchases and subsequent retirements of 557
         shares for $15,898 and a 3% stock dividend distributed
         on April 13, 2006.


Note 3 - Results of operations for the period ended June 30,
         2007 are not necessarily indicative of results to be
         expected for the year to end December 31, 2007 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 bank loan, a demand note issued in December 2005,
         was fully repaid in May 2006.


Note 5 - The Company adopted the provisions of FASB Interpretation
         No. 48, "Accounting for Uncertainty in Income Taxes" (FIN 48)
         effective January 1, 2007.  The company is subject to taxation
         in the U.S. and various state and foreign jurisdictions.  The
         Company remains subject to examination by U.S. federal and state
         and foreign tax authorities for the years 2003 through 2006.
         With few exceptions, the Company is no longer subject to
         examinations by tax authorities for the year 2002 and prior.

         As of January 1, 2007, the Company had $14,961 of unrecognized tax
         benefits.  Included in this balance is $7,160 of unrecognized tax
         benefits that, if recognized, would favorably affect the annual
         effective income tax rate.  As of June 30, 2007, the Company had
         $15,331 of unrecognized tax benefits ($7,530 represented those
         unrecognized tax benefits that, if recognized, would favorably
         affect the annual effective income tax rate).  During the second
         quarter and first half 2007, the Company recorded approximately
         $200 and $370, respectively, of additional income tax expense
         relating to its uncertain tax positions.




                               -5-


         The Company recognizes interest and penalties related to
         unrecognized tax benefits in the provision for income taxes on
         the Consolidated Statement of Earnings.  As of January 1, 2007,
         $3,382 of interest and penalties were included in the Liability
         for Uncertain Tax Positions account on the Consolidated Statement
         of Financial Position.  As of June 30, 2007, $3,942 of interest and
         penalties were included in the aforementioned account.  During the
         second quarter and first half 2007, the Company recorded
         approximately $280 and $560, respectively, of additional income tax
         expense related to interest and penalties.

         The Company is not currently subject to a U.S. federal income tax
         examination, however, the Company is currently subject to various
         state tax examinations.  Although the Company is unable to determine
         the ultimate outcome of these examinations, the Company believes
         that its liability for uncertain tax positions relating to these
         jurisdictions for such years is adequate.

         It is expected that the liability for uncertain tax positions will
         change in the next 12 months; however, the Company does not expect
         the change to have a significant impact on the Company's financial
         position, results of operations, and related cash flows from
         operating activities.  The related cash flows in future periods with
         respect to the liability for uncertain tax positions are not readily
         determinable.


Note 6 - New Accounting Pronouncements

         In September 2006, the FASB issued SFAS No. 157, "Fair Value
         Measurements" (SFAS No. 157).  SFAS No. 157 establishes a
         common definition for fair value to be applied to US GAAP
         guidance requiring use of fair value, establishes a framework
         for measuring fair value, and expands disclosure about such
         fair value measurements. SFAS No. 157 is effective for fiscal
         years beginning after November 15, 2007.  The Company is
         currently assessing the impact of SFAS No. 157 and has not
         yet made any determination as to the effects, if any, that it
         may have on the Company's financial position and results of
         operations.

         In February 2007, the FASB issued SFAS No. 159, "The Fair
         Value Option for Financial Assets and Financial Liabilities-
         including an amendment to FASB Statement No. 115" (SFAS No.
         159), which permits entities to choose to measure many
         financial instruments and certain other items at fair value
         that are not currently required to be measured at fair value.
         SFAS No. 159 is effective for fiscal years beginning after
         November 15, 2007.  The Company is currently assessing the
         impact of SFAS No. 159 and has not yet made any determination
         as to the effects, if any, that it may have on the Company's
         financial position and results of operations.











                               -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
                                       Second Quarter, 2007
             Second Quarter                    vs.
           2007          2006          Second Quarter, 2006
         $101,901      $ 94,944                7.3 %


                                         First Half, 2007
               First Half                      vs.
           2006          2006            First Half, 2006
         $194,815      $198,766               (2.0)%


Second quarter 2007 net sales were $101,901 compared to $94,944 in second
quarter 2006, an increase of $6,957 or 7.3%. First half 2007 net sales of
$194,815 decreased $3,951 or 2.0% from first half 2006 net sales of $198,766.
The increase in second quarter 2007 sales was the result of successful
marketing programs which are reflected in increases in all of the Company's
core brands. The first half 2007 sales decline reflects the conclusion of a
contract to manufacture product under a private label for a third party and a
non-recurring sale of certain inventory to a new foreign distributor, both
during the prior year first quarter.


COST OF SALES:
                                                   Cost of Sales as a
             Second Quarter                     Percentage of Net Sales
          2007           2006                2nd Qtr. 2007    2nd Qtr. 2006
        $67,026        $56,894                    65.8%           59.9%


                                                   Cost of Sales as a
               First Half                       Percentage of Net Sales
          2007           2006                1st Half 2007    1st Half 2006
        $126,570        $121,316                   65.0%           61.0%


Cost of sales as a percentage of net sales increased from 59.9% in the second
quarter 2006 to 65.8% in second quarter 2007, and from 61.0% in first half 2006
to 65.0% in first half 2007. These increases in cost of sales as a percentage
of net sales are primarily the result of higher input costs relating to major
ingredients, packaging materials and products manufactured in Canada due to
less favorable foreign exchange rates.  Substantially all of the Company's
principal ingredient costs, including those relating to sugar, corn syrup, milk
and whey, soy bean and edible oils, dextrose and gum base products, were
significantly higher in second quarter and first half 2007 compared to the
corresponding periods of the prior year.






                                  -6-




SELLING, MARKETING AND ADMINISTRATIVE EXPENSES:

             Second Quarter                     Percentage of Net Sales
          2007            2006                2nd Qtr. 2007    2nd Qtr. 2006
        $23,069         $22,378                    22.6%          23.6%

              First Half                        Percentage of Net Sales
          2007            2006               1st Half 2007    1st Half 2006
        $43,788         $45,427                    22.5%          22.9%

Second quarter 2007 selling, marketing and administrative expenses were $23,069
compared to $22,378 in second quarter 2006, an increase of $691 or 3.1%.  The
same expenses decreased from $45,427 in first half 2006 to $43,788 in first
half 2007, a decrease of $1,639 or 3.6%.  The changes for both periods
primarily reflect the change in net sales for the respective second quarter and
first half periods. The Company was adversely affected by higher expenses for
freight and delivery in both second quarter and first half 2007 compared to the
corresponding periods in the prior year. However, the Company did benefit from
lower marketing expenses in both second quarter and first half 2007 compared to
those in the same periods of the prior year. The prior year 2006 second quarter
and first half marketing expenses reflected higher expenses for new packaging
artwork and plates associated with changes in pack sizes and government
mandated labeling. As a percentage of net sales, total selling, marketing and
administrative expenses favorably decreased from 23.6% in second quarter 2006
to 22.6% in second quarter 2007, and from 22.9% in first half 2006 to 22.5% in
first half 2007.

Second quarter 2007 earnings from operations were $11,806 compared to $15,672
in second quarter 2006, a decrease of $3,866 or 24.7%. First half 2007 earnings
from operations were $24,457 compared to $32,023, a decrease of $7,566 or
23.6%.  The decline in operating earnings during both second quarter and first
half 2007 primarily resulted from higher input costs, principally increases in
the cost of ingredients, which more than offset reduced marketing expenses, as
discussed above.

The Company took actions and implemented programs, including selected price
increases primarily in 2006 as well as cost reduction programs in 2007, with
the objective to recover some of these higher input costs. However, these
actions did not result in a recovery of all the increases in ingredient and
other input costs during the second quarter and first half 2007.


NET EARNINGS:
                                              Second Quarter, 2007
            Second Quarter                           vs.
         2007             2006                Second Quarter, 2006
       $10,226          $12,858                    (20.5)%


                                                First Half, 2007
               First Half                             vs.
         2007             2006                  First Half, 2006
       $20,037          $25,220                    (20.6)%


Second quarter 2007 net earnings were $10,226 compared to second quarter 2006
net earnings of $12,858, a $2,632 or 20.5% decrease.  Second quarter 2007
earnings per share were $0.19, compared to $0.23 per share in the prior year
comparative period, a decrease of $0.04 or 17.4%.



                                  -6A-




First half 2007 net earnings were $20,037 compared to first half 2006 net
earnings of $25,220, a $5,183 or 20.6% decrease.  First half net earnings per
share were $0.36 in 2007 compared to $0.45 per share in 2006, a decrease of
$0.09 per share or 20.0%.

Other income, net was $2,495 in second quarter 2007 compared to $2,542 in
second quarter 2006.  Other income, net was $4,477 in first half 2007 compared
to $4,389 in first half 2006.  The favorable effects of increased investment
income and decreased interest expense in 2007 were offset by the combination of
lower earnings from the Company's 50% interest in its foreign joint venture and
a gain of the sale of marketable securities during second quarter 2006.

The consolidated effective income tax rate favorably decreased from 30.0% in
second quarter 2006 to 28.5% in second quarter 2007 and from 31.3% in first
half 2006 to 30.9% in first half 2007.  This improvement principally reflects
lower foreign taxes and resulting lower overall effective rate.

In addition to the factors discussed above, earnings per share benefited from
fewer shares outstanding as a result of the Company's share repurchases in 2006
and 2007.


LIQUIDITY AND CAPITAL RESOURCES:

The Company's current ratio (current assets divided by current liabilities) was
3.3 to 1 as of the end of second quarter 2007 as compared to 2.5 to 1 as of the
end of second quarter 2006 and 3.1 to 1 as of the end of fourth quarter 2006.
Net working capital was $141,690 as of the end of second quarter 2007 as
compared to $128,706 and $110,269 as of the end of fourth quarter 2006 and
second quarter 2006, respectively.  The aforementioned net working capital
amounts include total cash and cash equivalents and short-term investments
which aggregated $59,357 as of the end of second quarter 2007 compared to
$79,260 and $50,963, as of the end of fourth quarter 2006 and second quarter
2006, respectively.  In addition, long-term investments, principally debt
securities comprising municipal bonds, were $59,172 as of the end of second
quarter 2007 as compared to $51,581 and $45,425 as of the end of fourth quarter
2006 and second quarter 2006, respectively. Investments in municipal bonds and
other debt securities that matured during first half 2007 and 2006 were
generally used to pay down bank loans or replaced with debt securities of
similar maturities.

During prior year first half 2006, the Company fully repaid $32,001 of short-
term bank loans. These bank loans were paid down through a combination of cash
flows provided by operating activities and investment maturities.

Net cash provided by operating activities was $9,760 for first half 2007,
compared to cash used of $7,033 in first half 2006. The aforementioned change
in net cash from operating activities principally reflects the timing of
payments and cash flows related to income taxes payable and deferred combined
with reduced cash used to increase inventories during the first half 2007,
partially offset by reduced cash flows provided by lower net income and
decreased accounts receivable.

Capital expenditures for first half 2007 and 2006 were $5,506 and $30,983,
respectively. First half 2006 capital expenditures reflect $25,241 of
investments in rental income producing real estate which was funded from the
Company's restricted cash. Capital expenditures for the 2007 year are
anticipated to be generally in line with historical annualized spending, and
are to be funded from the Company's cash flow from operations and internal
sources.


                                  -6B-




All of the $22,330 in proceeds from the sale of surplus real estate during 2005
and held as restricted cash as of December 31, 2005, was reinvested in
"likekind" real estate during first half 2006 in compliance with U.S. Internal
Revenue Code Section 1031.

Cash dividends paid in first half 2007 and 2006 were $8,756 and $8,628,
respectively. The Company also repurchased and retired $9,825 and $15,898 of
its shares outstanding during first half 2007 and 2006, respectively.


NEW ACCOUNTING PRONOUNCEMENTS

The Company adopted the provisions of FASB Interpretation No. 48, "Accounting
for Uncertainty in Income Taxes" (FIN 48) effective January 1, 2007.  The
company is subject to taxation in the U.S. and various state and foreign
jurisdictions.  The Company remains subject to examination by U.S. federal and
state and foreign tax authorities for the years 2003 through 2006.  With few
exceptions, the Company is no longer subject to examinations by tax authorities
for the year 2002 and prior.

As of January 1, 2007, the Company had $14,961 of unrecognized tax benefits.
Included in this balance is $7,160 of unrecognized tax benefits that, if
recognized, would favorably affect the annual effective income tax rate.  As of
June 30, 2007, the Company had $15,331 of unrecognized tax benefits ($7,530
represented those unrecognized tax benefits that, if recognized, would
favorably affect the annual effective income tax rate).  During the second
quarter and first half 2007, the Company recorded approximately $200 and $370,
respectively, of additional income tax expense relating to its uncertain tax
positions.

The Company recognizes interest and penalties related to unrecognized tax
benefits in the provision for income taxes on the Consolidated Statement of
Earnings.  As of January 1, 2007, $3,382 of interest and penalties were
included in the Liability for Uncertain Tax Positions account on the
Consolidated Statement of Financial Position.  As of June 30, 2007, $3,942 of
interest and penalties were included in the aforementioned account.  During the
second quarter and first half 2007, the Company recorded approximately $280 and
$560, respectively, of additional income tax expense related to interest and
penalties.

The Company is not currently subject to a U.S. federal income tax examination,
however, the Company is currently subject to various state tax examinations.
Although the Company is unable to determine the ultimate outcome of these
examinations, the Company believes that its liability for uncertain tax
positions relating to these jurisdictions for such years is adequate.

It is expected that the liability for uncertain tax positions will change in
the next 12 months; however, the Company does not expect the change to have a
significant impact on the Company's financial position, results of operations,
and related cash flows from operating activities.  The related cash flows in
future periods with respect to the liability for uncertain tax positions are
not readily determinable.

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements"
(SFAS No. 157).  SFAS No. 157 establishes a common definition for fair value to
be applied to US GAAP guidance requiring use of fair value, establishes a
framework for measuring fair value, and expands disclosure about such fair
value measurements.  SFAS No. 157 is effective for fiscal years beginning after
November 15, 2007.  The Company is currently assessing the impact of SFAS No.
157 and has not yet made any determination as to the effects, if any, that it
may have on the Company's financial position and results of operations.



                                  -6C-



In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities-including an amendment to FSAB
Statement No. 115" (SFAS No. 159), which permits entities to choose to measure
many financial instruments and certain other items at fair value that are not
currently required to be measured at fair value.  SFAS No. 159 is effective for
fiscal years beginning after November 15, 2007.  The Company is currently
assessing the impact of SFAS No. 159 and has not yet made any determination as
to the effects, if any, that it may have on the Company's financial position
and results of operations.


FORWARD-LOOKING STATEMENTS

From time to time, in the Company's statements and written reports, including
this report, the Company discusses its expectations regarding future
performance by making certain "forward-looking statements."  These forward-
looking statements are based on currently available competitive, financial and
economic data and management's views and assumptions regarding future events.
Such forward-looking statements are inherently uncertain, and actual results
may differ materially from those expressed or implied herein.  Consequently,
the Company wishes to caution readers not to place undue reliance on any
forward-looking statements.  In connection with the "safe harbor provisions" of
the Private Securities Litigation Reform Act of 1995, the Company notes the
following factors which, among others, could cause future results to differ
materially from the forward-looking statements, expectations and assumptions
expressed or implied herein.  Among the factors that could impact the Company's
ability to achieve its stated goals are the following:  (i) significant
competitive activity, including advertising, promotional and price competition,
(ii) changes in consumer demand, tastes and trends for the Company's products,
including changes in consumer acceptance of seasonal events such as Halloween;
(iii) fluctuations in the cost and availability of various raw materials; (iv)
inherent risks in the marketplace associated with new product introductions,
(v) the effect of acquisitions on the Company's results of operations and
financial condition; (vi) the effect of changes in foreign currencies on the
Company's foreign subsidiaries, and effects of changes in foreign exchange on
the cost of products marketed and sold in the United States; (vii) the
Company's reliance on third-party vendors for various goods and services;
(viii) the Company's ability to successfully implement new production processes
and lines; (ix) the effect of changes in assumptions, including future input
costs, including ingredients costs, price increases, discount rates, sales
growth and profit margins, relating to the Company's impairment testing and
analysis of its goodwill and trademarks; (x) changes in the confectionary
market place including actions taken by major retailers and customers regarding
the Company's product line; (xi) customer and consumer response to marketing
programs and price adjustments, and the Company's ability to increase prices or
make product weight declines (indirect price increase) due to raising
ingredient and other input costs; (xii) dependence on significant customers,
including the volume and timing of their purchases; (xiii) increases in energy
costs, including higher freight and delivery costs, and the ability to pass
such cost increases along to customers through increased prices; (xiv) any
significant labor stoppages or production interruptions, including those
relating to union negotiations; and (xv) changes in governmental laws and
regulations including taxes.  In addition, the Company's results may be
affected by general factors, such as economic conditions, political
developments, currency exchange rates, interest and inflation rates, accounting
standards, taxes, and laws and regulations affecting the Company in markets
where it competes and those factors described in Item 1A "Risk Factors" and
elsewhere in the Company's Annual Report on Form 10-K and in other Company
filings with the Securities and Exchange Commission.



                                  -6D-




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, milk and whey, dextrose, gum base
ingredients 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 raw material and packaging material costs and 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, 2006.


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 June 30, 2007 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 June 30, 2007
that has materially affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting.



























                                  -6E-

<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>
APR 1 TO APR 28       1,612       $ 29.76            NOT APPLICABLE           NOT APPLICABLE

APR 29 TO MAY 26    287,300         28.48            NOT APPLICABLE           NOT APPLICABLE

MAY 27 TO JUN 30     56,600         27.91            NOT APPLICABLE           NOT APPLICABLE

TOTAL               345,512       $ 28.40


     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 4.  Submission of Matters to a Vote of Security Holders

At the Annual Meeting of Shareholders of the Company, held on May 7, 2007,
the following number of votes were cast for the matters indicated:

1.  For the election of five directors of the Company by the holders of
    Common Shares and Class B Common Shares voting together:

                                                                  Broker
    Nominee                  For          Withheld     Abstain   Non-Vote

Melvin J. Gordon           207,049,042    7,703,944      -0-        -0-

Ellen R. Gordon            207,018,181    7,734,805      -0-        -0-

Lana Jane Lewis-Brent      211,084,812    3,668,174      -0-        -0-

Barre A. Siebert           211,242,764    3,510,222      -0-        -0-

Richard P. Bergeman        211,173,586    3,579,400      -0-        -0-



2.  Proposal to ratify the appointment of PricewaterhouseCoopers LLP as
    auditors for the fiscal year 2007:
                                                                      Broker
                                  For         Withheld     Abstain   Non-Vote
Common Shares and Class B
Common Shares voting together   211,777,792   2,904,099    71,090      -0-

No other matters were submitted to a vote by ballot at the 2007 Annual
Meeting.







                                -7-

</TABLE>


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:  Aug. 8, 2007         BY:/S/MELVIN J. GORDON
                               Melvin J. Gordon
                               Chairman of the Board

Date:  Aug. 8, 2007         BY:/S/G. HOWARD EMBER, JR.
                               G. Howard Ember, Jr.
                               Vice President Finance















































                               -7A-


                                                                   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 internal control 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 (the registrant's fourth fiscal quarter in the case of an annual
report) 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 (or persons performing the equivalent functions):

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:  Aug. 8, 2007


                                    By:    /S/MELVIN J. GORDON
                                           Melvin J. Gordon
                                           Chairman and Chief Executive Officer




                               -7B-


                                                                   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 internal control 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 (the registrant's fourth fiscal quarter in the case of an annual
report) 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 (or persons performing the equivalent functions):

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:  Aug. 8, 2007


                                    By:    /S/G.HOWARD EMBER, JR.
                                           G. Howard Ember, Jr.
                                           Vice President Finance and
                                           Chief Financial Officer


                               -7C-

                                                         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 June 30, 2007 (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: Aug. 8, 2007                  /S/MELVIN J. GORDON
                                     Melvin J. Gordon
                                     Chairman and Chief
                                     Executive Officer



Dated: Aug. 8, 2007                  /S/G. HOWARD EMBER, JR.
                                     G. Howard Ember, Jr.
                                     V.P. Finance and
                                     Chief Financial Officer












                             -7D-