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 JULY 2, 2005

                          OR

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

              For the transition period from ----to----

                    COMMISSION FILE NUMBER 1-1361

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

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

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

                               773-838-3400
        (Registrant's Telephone Number, Including Area Code)

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the Registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.

                   Yes  X         No ___

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

                   Yes  X         No ___

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date (August
8, 2005)

Class                                             Outstanding

Common Stock, $.69 4/9 par value                  35,568,861
Class B Common Stock, $.69 4/9 par value          18,011,170




         TOOTSIE ROLL INDUSTRIES, INC. AND SUBSIDIARIES



                        JULY 2, 2005



                             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   5-5A


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

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

  Item 4.   Controls and Procedures                                6D

Part II -   Other Information

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

  Item 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                                      July 2,        July 3,          Dec. 31,
 CURRENT ASSETS                               2005           2004             2004

                                       <c>           <c>               <c>
  Cash & cash equivalents                  $ 31,780      $ 59,750          $ 56,989
  Investments                                39,015        62,130            32,369
  Trade accounts receivable,
   Less allowances of
   $2,582, $2,020 & $2,440                   29,293        21,837            28,456
  Other receivables                           2,273         3,014             9,001
  Inventories, at cost
   Finished goods & work in process          66,797        55,821            37,384
   Raw material & supplies                   24,103        21,737            21,393
  Prepaid expenses                            3,729        11,204             5,719
  Deferred income taxes                       1,352           951             1,382

   Total current assets                     198,342       236,444           192,693

 PROPERTY, PLANT & EQUIPMENT, at cost

  Land                                       14,992         8,254            14,973
  Buildings                                  61,778        44,925            61,714
  Machinery & equipment                     253,204       213,781           244,367
                                            329,974       266,960           321,054
 Less-accumulated depreciation              149,607       136,280           142,304
 Net property, plant and equipment          180,367       130,680           178,750

 OTHER ASSETS

  Goodwill                                   74,793        38,151            74,002
  Trademarks                                193,342        79,348           193,342
  Investments                                78,465       126,135            96,640
  Split dollar life insurance                69,563        66,043            66,094
  Investment in joint venture                10,945             -            10,232
                                            427,108       309,677           440,310

   Total assets                            $805,817      $676,801          $811,753


                                                    -2-

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

</TABLE>
<TABLE>
<CAPTION>


                  (in thousands except per share data)      (UNAUDITED)


LIABILITIES AND SHAREHOLDERS' EQUITY        July 2,         July 3,          Dec. 31,
 CURRENT LIABILITIES                          2005            2004            2004

                                        <c>           <c>              <c>
  Bank loan                                 $ 26,400      $      -         $  6,333
  Accounts payable                            16,874         11,752          19,315
  Dividends payable                            3,751          3,666           3,659
  Accrued liabilities                         42,460         39,076          44,722
  Income taxes payable                        12,089         18,941           8,288
    Total current liabilities                101,574         73,435          82,317

 NON-CURRENT LIABILITIES

  Bank loan                                   49,000              -          85,667
  Deferred income taxes                       25,691         22,896          25,995
  Postretirement health care and life
    insurance benefits                        10,409          9,671          10,075
  Industrial development bonds                 7,500          7,500           7,500
  Deferred compensation and other
   liabilities                                30,206         27,385          30,020
    Total non-current liabilities            122,806         67,452         159,257
    Total liabilities                        224,380        140,887         241,574

SHAREHOLDERS' EQUITY

 Common Stock, $.69-4/9 par value-
  120,000 shares authorized; 35,561,
  34,661 & 34,760, respectively, issued       24,695         24,070          24,139
 Class B common stock, $.69-4/9 par value-
  40,000 shares authorized; 18,019, 17,614
  & 17,515, respectively, issued              12,513         12,232          12,163
 Capital in excess of par value              435,675        397,745         397,745
 Retained earnings                           121,251        115,512         149,055
 Accumulated other comprehensive loss        (10,705)       (11,653)        (10,931)
 Treasury stock (at cost)-
  60, 60 & 60 shares, respectively            (1,992)        (1,992)         (1,992)
   Total shareholders' equity                581,437        535,914         570,179
   Total liabilities and
     shareholders' equity                   $805,817       $676,801        $811,753




                                                       -2A-

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




                  TOOTSIE ROLL INDUSTRIES, INC. AND SUBSIDIARIES
                       CONDENSED CONSOLIDATED STATEMENTS OF
               EARNINGS, COMPREHENSIVE EARNINGS AND RETAINED EARNINGS
                 (in thousands except per share amounts)   (UNAUDITED)
                                                         13 WEEKS ENDED
                                               July 2, 2005    &    July 3, 2004

                                            <c>                  <c>
Net sales                                       $103,627             $ 77,157
Cost of goods sold                                61,886               42,165

Gross margin                                      41,741               34,992

Selling, marketing and administrative expenses    22,820               18,173

  Earnings from operations                        18,921               16,819
Other income, net                                  1,184                1,022

  Earnings before income taxes                    20,105               17,841
Provision for income taxes                         6,374                6,012
Net earnings                                      13,731               11,829

Other comprehensive income, before tax:

Foreign currency translation adjustments             525                 (472)

Unrealized gains (losses) on securities              415                 (211)

Unrealized (losses) gains on derivatives            (252)                 776

Other comprehensive income, before tax               688                   93

Income tax expense related to items of other
  comprehensive income                               (60)                (209)

Other comprehensive income (loss), net of tax        628                 (116)

Comprehensive earnings                          $ 14,359             $ 11,713

Retained earnings at beginning of period        $111,266             $107,345
  Net earnings                                    13,731               11,829
  Cash dividends                                  (3,746)              (3,662)

Retained earnings at end of period              $121,251             $115,512

   Net earnings per share                          $0.26                $0.22
   Dividends per share *                           $0.07                $0.07

Average number of shares outstanding              53,529               53,952




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



                                      -3-

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





                           TOOTSIE ROLL INDUSTRIES, INC. AND SUBSIDIARIES
                                CONDENSED CONSOLIDATED STATEMENTS OF
                 EARNINGS, COMPREHENSIVE EARNINGS AND RETAINED EARNINGS
                  (in thousands except per share amounts)     (UNAUDITED)
                                                             26 WEEKS ENDED
                                                July 2, 2005    &    July 3, 2004

                                            <c>                  <c>
Net sales                                       $201,552             $157,203
Cost of goods sold                               120,362               87,481

Gross margin                                      81,190               69,722

Selling, marketing and administrative expenses    45,110               36,843

  Earnings from operations                        36,080               32,879
Other income, net                                  2,391                2,296

  Earnings before income taxes                    38,471               35,175
Provision for income taxes                        12,234               11,854
Net earnings                                      26,237               23,321

Other comprehensive income, before tax:

Foreign currency translation adjustments             611                 (393)

Unrealized losses on securities                     (206)                (271)

Unrealized (losses) gains on derivatives            (405)                 979

Other comprehensive income, before tax                 0                  315

Income tax benefit (expense) related to items
  of other comprehensive income                      226                 (260)

Other comprehensive income, net of tax               226                   55

Comprehensive earnings                          $ 26,463             $ 23,376

Retained earnings at beginning of period        $149,055             $156,786
  Net earnings                                    26,237               23,321
  Cash dividends                                  (7,401)              (7,236)
  Stock dividends - 3%                           (46,640)             (57,359)

Retained earnings at end of period              $121,251             $115,512

   Net earnings per share                          $0.49                $0.43
   Dividends per share *                           $0.14                $0.14

Average number of shares outstanding              53,634               54,048


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


                                      -3A-

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



                         TOOTSIE ROLL INDUSTRIES, INC. AND SUBSIDIARIES
                         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                      (in thousands of dollars)       (UNAUDITED)
                                                           26 WEEKS ENDED
                                                 July  2, 2005   &   July  3, 2004
CASH FLOWS FROM OPERATING ACTIVITIES:

                                                  <c>                 <c>
Net earnings                                          $ 26,237            $ 23,321
Adjustments to reconcile net earnings to
 net cash provided by (used in) operating
 activities:
  Depreciation and amortization                          7,156               5,615
  Amortization of marketable securities                    967               1,333
  Purchase of trading securities                        (1,424)             (1,776)
  Changes in operating assets and liabilities:
   Accounts receivable                                    (736)             (3,768)
   Other receivables                                      (282)                680
   Inventories                                         (31,975)            (31,592)
   Prepaid expenses and other assets                    (2,958)            (10,354)
   Accounts payable and accrued liabilities             (4,779)                107
   Income taxes payable and deferred                     3,567              10,682
   Postretirement health care and life
    insurance benefits                                     334                 369
   Deferred compensation and other liabilities           1,060               1,097
   Other                                                   227                 (86)

Net cash used in operating activities                   (2,606)             (4,372)

CASH FLOWS FROM INVESTING ACTIVITIES:

  Working capital adjustment from acquisition            6,755                   -
  Capital expenditures                                  (8,550)             (7,282)
  Purchase of held to maturity securities                    -             (22,049)
  Maturity of held to maturity securities                    -              32,146
  Purchase of available for sale securities            (13,386)            (37,528)
  Sale and maturity of available for
   sale securities                                      24,292              38,718

Net cash provided by investing activities                9,111               4,005

CASH FLOWS FROM FINANCING ACTIVITIES:

  Proceeds from bank loan                                6,400                   -
  Repayment of bank loan                               (23,000)                  -
  Dividends paid in cash                                (7,639)             (7,560)
  Shares repurchased and retired                        (7,475)            (16,407)

Net cash used in financing activities                  (31,714)            (23,967)

Decrease in cash and cash equivalents                  (25,209)            (24,334)
Cash and cash equivalents at the beginning of year      56,989              84,084

Cash and cash equivalents at the end of quarter       $ 31,780            $ 59,750

Supplemental cash flow information:
  Income taxes paid                                   $  9,202            $  1,688
  Interest paid                                       $  1,092            $     95
  Stock dividend issued                               $ 46,311            $ 56,959

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



                                            -4-


</TABLE>

          TOOTSIE ROLL INDUSTRIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                        JULY 2, 2005
       (in thousands except per share amounts) (UNAUDITED)


Note 1 - Foregoing data has been prepared from the unaudited
         financial records of 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.  Certain reclassifications have
         been made to the prior year financial statements to
         conform to the current year presentation.  These
         condensed consolidated financial statements should be
         read in conjunction with the consolidated financial
         statements and the related notes included in the
         company's 2004 Annual Report on Form 10-K.


Note 2 - Average shares outstanding for the period ended July
         2, 2005 reflects stock repurchases of 252 shares for
         $7,475 and a 3% stock dividend distributed on April
         14, 2005. Average shares outstanding for the period
         ended July 3, 2004 reflects stock repurchases of
         474 shares for $16,407 and a 3% stock dividend
         distributed on April 14, 2004.


Note 3 - Results of operations for the period ended July 2,
         2005 are not necessarily indicative of results to be
         expected for the year to end December 31, 2005 because
         of the seasonal nature of the company's operations.
         Historically, the third quarter has been the company's
         largest sales quarter due to Halloween sales.


Note 4 - On October 22, 2004, the President signed the American Jobs
         Creation Act of 2004 (the "Act"). The Act creates a temporary
         incentive for U.S. corporations to repatriate accumulated
         income earned abroad by providing an 85% dividends received
         deduction for certain dividends from controlled foreign
         corporations. The deduction is subject to a number of
         limitations and as of today, uncertainty remains as to how to
         interpret certain provisions of the Act. As such, the company
         has not yet determined whether, and to what extent, it may
         repatriate earnings that have not yet been remitted to the
         U.S. and therefore makes no estimate as to the amount of
         future remittances.  The company has determined that to the
         extent that foreign earnings are repatriated, the tax effect
         of such repatriation will not be material.

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




                               -5-




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

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

         The pro forma results do not reflect any cost savings or
         synergies that might be realized, including the anticipated
         elimination of substantially all of the Concord historical
         senior executive compensation and other management expenses
         which aggregated $1,561 and $2,424 net of income taxes for the
         second quarter and first half, respectively.

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


                                            Combined Pro Forma
                                      13 WEEKS ENDED    26 WEEKS ENDED
                                       JULY 3, 2004      JULY 3,2004

         Net sales                       $99,129            $196,132
         Net earnings                    $12,090            $ 24,094
         Earnings per share              $  0.22            $   0.45

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


Note 6 - The bank loan is payable in quarterly installments through
         August of 2006. As a result of prepayments, the next
         quarterly installment is due in March, 2006. The loan is
         collateralized by investments in marketable securities and
         is subject to other terms and conditions, none of which are
         significant. Interest is LIBOR based, and the average rate
         was 3.2% in 2005.


                             -5A-


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


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


NET SALES:                                Net change in
                                       Second Quarter, 2005
             Second Quarter                    vs.
           2005          2004          Second Quarter, 2004
         $103,627      $77,157                34.3%


                                         First Half, 2005
               First Half                      vs.
           2005          2004            First Half, 2004
         $201,552      $157,203               28.2%


Second quarter 2005 net sales were $103,627 compared to $77,157 in second
quarter 2004, an increase of $26,470 or 34.3%. First half 2005 net sales of
$201,552 increased $44,349 or 28.2% from first half 2004 net sales of $157,203.
Second quarter and first half 2005 sales benefited from $17,982 and $35,327,
respectively, of sales from Concord Confections which was acquired on August
30,2004. In addition, many of the company's core brands had sales increases
in the second quarter and first half 2005 as a result of successful marketing
programs. The company also had selective price increases in early 2005 which
aided the second quarter and first half sales results.



COST OF SALES:
                                                   Cost of Sales as a
             Second Quarter                     Percentage of Net Sales
          2005           2004                2nd Qtr. 2005    2nd Qtr. 2004
        $61,886        $42,165                    59.7%           54.6%


                                                   Cost of Sales as a
               First Half                       Percentage of Net Sales
          2005           2004                1st Half 2005    1st Half 2004
        $120,362        $87,481                    59.7%           55.6%



Cost of sales as a percentage of net sales increased from 54.6% in the second
quarter 2004 to 59.7% in second quarter 2005, and from 55.6% in first half
2004 to 59.7% in first half 2005. These increases in cost of sales as a
percentage of net sales are the result of the inclusion of Concord Confections,
which has lower gross margins, various start-up costs associated with new
production lines, higher costs for certain ingredients, packaging materials and
labor, including health insurance and other fringe benefits, and increased
manufacturing plant overhead costs.






                                  -6-



OPERATING EARNINGS:
                                              Second Quarter, 2005
             Second Quarter                           vs.
         2005             2004                Second Quarter, 2004
       $18,921          $16,819                     12.5%



                                                First Half, 2005
               First Half                             vs.
         2005             2004                  First Half, 2004
       $36,080          $32,879                      9.7%


Second quarter 2005 selling, marketing and administrative expenses were $22,820
compared to $18,173 in second quarter 2004, an increase of $4,647 or 25.6%.
These expenses rose from $36,843 in first half 2004 to $45,110 in first half
2005, an increase of $8,267 or 22.4%.  These increases principally reflect the
incremental operating expenses of Concord Confections in the respective 2005
periods. As a percentage of net sales, total selling, marketing and
administrative expenses favorably decreased from 23.6% in second quarter 2004
to 22.0% in second quarter 2005, and from 23.4% in first half 2004 to 22.4% in
first half 2005, reflecting various cost efficiencies achieved from increased
consolidated net sales, including the sales from Concord Confections.  The
company has substantially completed the integration of the Concord Confections
brands into its confectionary product portfolio.

Second quarter 2005 earnings from operations were $18,921 compared to $16,819
in second quarter 2004, an increase of $2,102 or 12.5%. First half 2005 earnings
from operations were $36,080 compared to $32,879, an increase of $3,201 or 9.7%.
Improved operating earnings in second quarter and first half 2005 principally
resulted from higher reported consolidated sales, including the inclusion of the
Concord Confections results as discussed above. However, the effects of higher
sales were partially mitigated by those adverse factors that affected cost of
sales as discussed above.


NET EARNINGS:
                                              Second Quarter, 2005
            Second Quarter                           vs.
         2005             2004                Second Quarter, 2004
       $13,731          $11,829                     16.1%


                                                First Half, 2005
               First Half                             vs.
         2005             2004                  First Half, 2004
       $26,237          $23,321                     12.5%


Second quarter 2005 net earnings were $13,731 compared to second quarter 2004
net earnings of $11,829, a $1,902 or 16.1% increase.  Second quarter 2005
earnings per share were $0.26, compared to $0.22 per share in the prior year
comparative period, an increase of $0.04 or 18.2%.

First half 2005 net earnings were $26,237 compared to first half 2004 net
earnings of $23,321. First half net earnings per share were $0.49 in 2005
compared to $0.43 per share in 2004, an increase of $0.06 per share or 14.0%.





                                  -6A-



Other income, net was $1,184 in second quarter 2005 compared to $1,022 in second
quarter 2004, an increase of $162.  The aforementioned increase includes $610 of
increased interest expense and $391 of decreased investment income reflecting
the financing costs of Concord Confections acquired on August 30, 2004.  Second
quarter 2005 other income, net benefited from $248 of real estate rental income
from Concord Confections and $433 of net income from the company's Spanish joint
venture acquired as part of the Concord Confections acquisition.

Other income, net was $2,391 in first half 2005 compared to $2,296 in first half
2004, an increase of $95.  First half other income, net reflects $1,180 of
increased interest expense and $878 of decreased investment income reflecting
the financing costs of the Concord Confections business. First half 2005 other
income, net benefited from $499 of real estate rental income from Concord
Confections and $713 of net income from the company's Spanish joint venture.

The consolidated effective income tax rate favorably decreased in both the
quarter and first half from 33.7% in 2004 to 32.4% in 2005.  This improvement
generally reflects the statutory reduction in the U.S. federal income tax rate
in 2005 for US manufacturing activities as well as lower effective rates for
foreign taxes.

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


LIQUIDITY AND CAPITAL RESOURCES:

The company's current ratio (current assets divided by current liabilities) was
2.0 to 1 as of the end of second quarter 2005 as compared to 3.2 to 1 as of the
end of second quarter 2004 and 2.3 to 1 as of the end of fourth quarter 2004.
Net working capital was $96,768 as of the end of second quarter 2005 as compared
to $110,376 and $163,009 as of the end of fourth quarter 2004 and second quarter
2004, respectively.  The aforementioned net working capital amounts are
principally reflected in aggregate cash and cash equivalents and short-term
investments which totaled $70,795 as of the end of second quarter 2005 compared
to $89,358 and $121,880, as of the end of fourth quarter 2004 and second quarter
2004, respectively.  Net working capital was also affected by the classification
of $26,400 of the bank loan as a short-term liability as of the end of second
quarter 2005.  In addition, long-term investments, principally debt securities
comprising municipal bonds, were $78,465 as of the end of second quarter 2005 as
compared to $96,640 and $126,135 as of the end of fourth quarter 2004 and second
quarter 2004, respectively.

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

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







                                  -6B-



Net cash used in operating activities was $2,606 for first half 2005, compared
to $4,372 of net cash was used in operating activities in first half 2004.  The
aforementioned net change in net cash used in operating activities principally
reflects higher net income and higher depreciation in 2005, and the company's
pre-funding of the annual cost of certain defined contribution employee benefit
plans in 2004, reflected as a prepaid expense, which was not pre-funded in 2005.
However, the timing of payments in 2005 compared to 2004 relating to income
taxes and accounts payable and accrued liabilities offset the effects of the
aforementioned net cash provided by operating activities.

Capital expenditures for first half 2005 and 2004 were $8,550 and $7,282,
respectively.  Capital expenditures for the 2005 year are anticipated to be
generally in line with historical annualized spending after adjusting for the
addition of the Concord Confections business, and are to be funded from the
company's cash flow from operations and internal sources.

As of the end of second quarter 2005, the company has $69,000 outstanding
relating to its bank loan in connection with the financing of the Concord
Confections acquisition on August 30,2004. As a result of prepayments on this
loan, the next required installments of $1,667 and $18,333 are due in March 2006
and June 2006, respectively.  The balance of the bank loan is due in later 2006.
The company anticipates making substantial prepayments on this loan in 2005
which will be funded from cash flows from operations and maturities of
investments in marketable securities.

Cash dividends paid in first half 2005 and 2004 were $7,639 and $7,560,
respectively. The company also repurchased and retired $7,475 and $16,407 of
its shares outstanding during first half 2005 and 2004, respectively.

This discussion and certain other sections of this Form 10-Q contain forward-
looking statements that are based largely on the company's current expectations
and are made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995.  Forward-looking statements are subject to
certain risks, trends and uncertainties that could cause actual results and
achievements to differ materially from those expressed in the forward-looking
statements.  Such risks, trends and uncertainties, which in some instances are
beyond the company's control, include changes in demand and consumer
preferences, including seasonal events such as Halloween; the effect of
ingredient costs; the effect of acquisitions on the company's results of
operations and financial condition; the effect of changes in foreign currencies
on the company's foreign subsidiaries; the company's reliance on third-party
vendors for various goods and services; the company's ability to successfully
implement new production processes and lines; the effect of changes in
assumptions, including discount rates and profit margins, relating to the
company's impairment testing and analysis of its goodwill and trademarks;
changes in the confectionary market place including actions taken by major
retailers and customers; customer and consumer response to marketing programs
and price adjustments; changes in governmental laws and regulations including
taxes; the overall competitive environment in the company's industry; and
changes in assumptions and judgments discussed under the heading "Critical
Accounting Policies of the company's MD&A" included in the 2004 annual report
and 10-K.  The words "believe," "expect," "anticipate," "estimate," "intend" and
similar expressions generally identify forward-looking statements.  Readers are
cautioned not to place undue reliance on such forward-looking statements, which
are as of the date of this filing.







                                  -6C-




ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK:

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



Item 4.	  CONTROLS AND PROCEDURES

Under the supervision and with the participation of management, the chief
executive officer and chief financial officer of the company have evaluated the
effectiveness of the design and operation of the company's disclosure controls
and procedures as of July 2, 2005 and, based on their evaluation, the chief
executive officer and chief financial officer have concluded that these controls
and procedures are effective.  Disclosure controls and procedures are designed
to ensure that information required to be disclosed by the company in the
reports that it files or submits under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported, within the time periods specified
in the Securities and Exchange Commission's rules and forms.  Disclosure
controls and procedures are also designed to ensure that information is
accumulated and communicated to management, including the chief executive
officer and chief financial officer, as appropriate to allow timely decisions
regarding required disclosure.

There has been no change in the company's internal control over financial
reporting that occurred during the company's fiscal quarter ended July 2, 2005
that has materially affected, or is reasonably likely to materially affect, the
company's internal control over financial reporting.

























                                  -6D-


<TABLE>
              PART II - OTHER INFORMATION

             TOOTSIE ROLL INDUSTRIES, INC.
                    AND SUBSIDIARIES

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


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


               <c>            <c>               <c>                      <c>
APR 3 TO APR 30    36,400         $ 29.75           NOT APPLICABLE           NOT APPLICABLE

MAY 1 TO MAY 28         -             .             NOT APPLICABLE           NOT APPLICABLE

MAY 29 TO JUL 2         -             .             NOT APPLICABLE           NOT APPLICABLE

TOTAL              36,400         $ 29.75

     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 2, 2005,
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

                       <c>            <c>           <c>       <c>
Melvin J. Gordon           199,923,426    4,834,020      -0-        -0-

Ellen R. Gordon            199,930,765    4,826,681      -0-        -0-

Lana Jane Lewis-Brent      202,776,328    1,981,118      -0-        -0-

Barre A. Siebert           202,944,328    1,813,118      -0-        -0-

Richard P. Bergeman        202,208,037    2,549,409      -0-        -0-


2.  Proposal to ratify the appointment of PricewaterhouseCoopers LLP as
    auditors for the fiscal year 2005:
                                                                      Broker
                                  For          Against     Abstain   Non-Vote
Common Shares and Class B
Common Shares voting together   202,307,724   2,366,412    83,310      -0-

No other matters were submitted to a vote by ballot at the 2005 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:  August 10, 2005      BY:/S/MELVIN J. GORDON
                               Melvin J. Gordon
                               Chairman of the Board

Date:  August 10, 2005      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 that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting;
and

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

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

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

                                    Date:  August 10, 2005


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

                                  -7B-
                                                                   Exhibit 31.2

                                      CERTIFICATION

I, G. Howard Ember, 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 that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting;
and

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

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

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

                                    Date:  August 10, 2005

                                    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 July 2, 2005 (the

Form 10-Q) fully complies with the requirements of 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: August 10, 2005            By:/S/MELVIN J. GORDON
                                     Melvin J. Gordon
                                     Chairman and Chief
                                     Executive Officer



Dated: August 10, 2005            By:/S/G. HOWARD EMBER, JR.
                                     G. Howard Ember, Jr.
                                     V.P./Finance and
                                     Chief Financial Officer












                             -7D-