SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                    FORM 10-Q

(Mark One)

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

         For the thirty-nine weeks ended September 25, 2004
                                         ------------------

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

         For the transition period from __________ to __________

                          Commission File Number 1-5084

                              TASTY BAKING COMPANY

               (Exact name of company as specified in its charter)

      Pennsylvania                                  23-1145880
--------------------------------------------------------------------------------
(State of Incorporation)               (IRS Employer Identification Number)


           2801 Hunting Park Avenue, Philadelphia, Pennsylvania 19129
--------------------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)


                                 (215) 221-8500
--------------------------------------------------------------------------------
                (Company's Telephone Number, including area code)


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

                     Yes X                              No
                        ---                               --------


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

                     Yes X                              No
                        ---                               --------


                      APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.



   Common Stock, par value $.50                        8,077,006
--------------------------------------------------------------------------------
         (Title of Class)                     (No. of Shares Outstanding
                                                 as of October 25, 2004)






                                  Page 1 of 17
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<TABLE>
<CAPTION>

<S>                     <C> <C>               <C> <C>                                                                <C>

                      TASTY BAKING COMPANY AND SUBSIDIARIES


                                      INDEX


                                                                                                                    Page
                                                                                                                    ----


PART I.       FINANCIAL INFORMATION

Item 1.       Financial Statements

              Consolidated Balance Sheets
              September 25, 2004 and December 27, 2003................................................................3

              Consolidated Statements of Operations Thirteen and Thirty-nine
              weeks ended September 25, 2004 and September 27, 2003...................................................4

              Consolidated Statements of Cash Flows Thirty-nine
              weeks ended September 25, 2004 and September 27, 2003...................................................5

              Notes to Consolidated Financial Statements...........................................................6-10

Item 2.       Management's Discussion and Analysis of Financial
              Condition and Results of Operations.................................................................11-14

Item 3.       Quantitative and Qualitative Disclosures
              About Market Risk14

Item 4.       Controls and Procedures................................................................................15

Item 5.       Other Matters .........................................................................................15

PART II.      OTHER INFORMATION

Item 6.       Exhibits and Reports on Form 8-K.......................................................................16

              Signature .............................................................................................17



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                                  Page 2 of 17
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<TABLE>
<CAPTION>

<S>                                                               <C>                       <C>

PART I. FINANCIAL  INFORMATION
 Item 1. Financial Statements
         --------------------



                                        TASTY BAKING COMPANY AND SUBSIDIARIES
                                            CONSOLIDATED BALANCE SHEETS
                                                   (Unaudited)
                                                     (000's)

------------------------------------------------------------------------------------------------------------
                                                             September 25, 2004        December 27, 2003
------------------------------------------------------------------------------------------------------------
Assets
Current assets:
        Cash                                                      $     62                  $     33
        Receivables, less allowance of $4,435
          and $3,648, respectively                                  19,937                    19,503
        Inventories                                                  5,751                     5,730
        Deferred income taxes                                        3,222                     3,902
        Prepayments and other                                        3,654                     3,271
                                                        ----------------------------------------------------
           Total current assets                                     32,626                    32,439
                                                        ----------------------------------------------------
Property, plant and equipment:
        Land                                                         1,033                     1,098
        Buildings and improvements                                  40,274                    40,288
        Machinery and equipment                                    165,163                   158,286
                                                                                            --------
                                                                   206,470                   199,672
        Less accumulated depreciation                              141,685                   136,156
                                                        ----------------------------------------------------
                                                                    64,785                    63,516
                                                        ----------------------------------------------------
Other assets:
Long-term receivables from sales distributors                       11,528                    11,253
Deferred income taxes                                                9,215                     9,267
Other                                                                1,815                       768
                                                        ----------------------------------------------------
                                                                    22,558                    21,288
                                                        ----------------------------------------------------
Total assets                                                      $119,969                  $117,243
                                                        ====================================================
Liabilities
Current liabilities:
        Current obligations under capital leases                  $    697                  $    634
        Notes payable, banks                                         5,000                     4,900
        Accounts payable                                             8,176                     9,261
        Accrued payroll and employee benefits                        7,691                     6,013
        Reserve for restructures                                       689                     1,331
        Other                                                        2,169                     2,280
                                                        ----------------------------------------------------
           Total current liabilities                                24,422                    24,419
Long-term debt                                                      10,000                     8,000
Long-term obligations under capital leases,
        less current portion                                         4,308                     4,705
Reserve for restructures, less current portion                         563                     1,044
Accrued pensions and other liabilities                              21,224                    19,938
Postretirement benefits other than pensions                         16,881                    16,718
                                                        ----------------------------------------------------
Total liabilities                                                   77,398                    74,824
                                                        ----------------------------------------------------

Shareholders' equity
        Common stock                                                 4,558                     4,558
        Capital in excess of par value of stock                     29,304                    29,393
        Retained earnings                                           22,782                    22,641
                                                        ----------------------------------------------------
                                                                    56,644                    56,592
        Less:
        Accumulated other comprehensive loss                         1,236                     1,236
        Treasury stock, at cost                                     12,728                    12,545
        Management Stock Purchase Plan
             receivables and deferrals                                 109                       392
                                                        ----------------------------------------------------
                                                                    42,571                    42,419
                                                        ----------------------------------------------------
Total liabilities and shareholders' equity                        $119,969                  $117,243
                                                        ====================================================

 See Notes to Consolidated Financial Statements.

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                                     3 of 17

<PAGE>



<TABLE>
<CAPTION>

<S>                                             <C>                 <C>                 <C>                 <C>

                                                         TASTY BAKING COMPANY AND SUBSIDIARIES
                                                         CONSOLIDATED STATEMENTS OF OPERATIONS
                                                                      (Unaudited)
                                                             (000's, except per share amounts)

     -------------------------------------------------------------------------------------------------------------------------------
                                                  For the Thirteen Weeks Ended            For the Thirty-nine Weeks Ended
                                            September 25, 2004  September 27, 2003 (a) September 25, 2004   September 27, 2003 (a)
------------------------------------------------------------------------------------------------------------------------------------


Gross Sales                                     $  62,724           $  60,837           $ 195,921           $ 188,153
Less discounts and allowances                     (23,414)            (21,889)            (76,077)            (68,029)
                                            ----------------------------------------------------------------------------------------

Net Sales                                          39,310              38,948             119,844             120,124
                                            ----------------------------------------------------------------------------------------
Costs and expenses:
     Cost of sales                                 25,452              26,397              77,363              81,353
     Depreciation                                   1,975               1,772               5,531               5,249
     Selling, general and administrative           11,456              13,026              34,646              34,824
     Restructure charge net of reversals             --                  (129)               --                  (444)
     Gain on sale of routes                          --                  --                   (75)               --
     Interest expense                                 301                 223                 930                 644
     Other income, net                               (224)               (153)               (708)               (645)
                                            ----------------------------------------------------------------------------------------
                                                   38,960              41,136             117,687             120,981
                                            ----------------------------------------------------------------------------------------
Income before provision for
     income taxes                                     350              (2,188)              2,157                (857)

Provision for (benefit from) income taxes             133                (755)                803                (296)
                                            ----------------------------------------------------------------------------------------

Net income (loss)                               $     217           $  (1,433)          $   1,354           $    (561)
                                            ========================================================================================


Average common shares outstanding:
         Basic                                      8,080               8,098               8,089               8,098
         Diluted                                    8,081               8,114               8,098               8,106

Per share of common stock:

     Net income (loss):
         Basic and Diluted                      $    0.03           ($   0.18)          $    0.17           ($   0.07)
                                            ========================================================================================
     Cash dividend                              $    0.05           $    0.05           $    0.15           $    0.15
                                            ========================================================================================


 (a) Amounts have been reclassified for comparative purposes.

</TABLE>



                                     4 of 17

<PAGE>





<TABLE>
<CAPTION>

<S>                                                                                 <C>                 <C>


                                        TASTY BAKING COMPANY AND SUBSIDIARIES
                                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                      (Unaudited)
                                                        (000's)


------------------------------------------------------------------------------------------------------------------------------------
                                                                                    For the Thirty-nine Weeks Ended
                                                                               September 25, 2004    September 27, 2003 (a)
------------------------------------------------------------------------------------------------------------------------------------


Cash flows from (used for) operating activities
     Net income                                                                     $ 1,354             $  (561)
     Adjustments to reconcile net income to net
      cash provided by operating activities:
          Depreciation                                                                5,531               5,249
          Gain on sale of route                                                         (75)               --
          Restructure charge net of reversals                                          --                  (444)
          Restructure payments                                                       (1,123)             (1,946)
          Pension expense                                                             1,607               1,747
          Deferred taxes                                                                733                (406)
          Other                                                                         (90)               (468)
     Changes in assets and liabilities:
          Increase in receivables                                                      (900)               (754)
          Decrease (increase) in inventories                                            (21)              1,101
          Decrease (increase) in prepayments and other                               (1,380)              1,313
          Increase in accrued payroll, accrued income
           taxes, accounts payable and other current liabilities                        481               3,680
                                                                              ------------------------------------------------------

     Net cash from operating activities                                               6,117               8,511
                                                                              ------------------------------------------------------

Cash flows from (used for) investing activities
     Proceeds from sale of property, plant and equipment                                 67                --
     Purchase of property, plant and equipment                                       (6,905)             (4,159)
     Proceeds from independent sales distributor loan repayments                      2,792               2,575
     Loans to independent sales distributors                                         (2,526)             (2,825)
     Other                                                                              (68)               (153)
                                                                              ------------------------------------------------------

     Net cash used for investing activities                                          (6,640)             (4,562)
                                                                              ------------------------------------------------------

Cash flows from (used for) financing activities
     Dividends paid                                                                  (1,213)             (1,215)
     Payment of long-term debt                                                         (335)             (1,221)
     Net increase (decrease) in short-term debt                                         100              (1,600)
     Additional long-term debt                                                        2,000                --
                                                                              ------------------------------------------------------

     Net cash from (used for) financing activities                                      552              (4,036)
                                                                              ------------------------------------------------------

     Net increase (decrease) in cash                                                     29                 (87)

     Cash, beginning of year                                                             33                 282
                                                                              ------------------------------------------------------

     Cash, end of period                                                            $    62             $   195
                                                                              ======================================================


     Supplemental Cash Flow Information Cash paid during the period for:
          Interest                                                                  $   933             $   592
                                                                              ======================================================
          Income taxes                                                              $    90             $    85
                                                                              ======================================================

     Noncash investing and financing activities:
          Capital leases                                                            $   155             $ 1,845
                                                                              ======================================================
          Loans to independent sales distributors for new routes                    $   (73)            $  --
                                                                              ======================================================

(a) Amounts have been reclassified for comparative purposes


 See Notes to Consolidated Financial Statements.


                                                                5 of 17

</TABLE>



1.     Significant Accounting Policies
       -------------------------------

       Interim Financial Information

       In the opinion of management,  the  accompanying  unaudited  consolidated
       financial  statements contain all adjustments,  consisting only of normal
       and  recurring  adjustments,  necessary to present  fairly the  financial
       position of the company as of September 25, 2004,  and December 27, 2003,
       the results of its  operations  for the  thirteen and  thirty-nine  weeks
       ended  September 25, 2004, and September 27, 2003, and cash flows for the
       thirty-nine  week periods  ended  September  25, 2004,  and September 27,
       2003,  respectively.  These unaudited  consolidated  financial statements
       should be read in conjunction with the consolidated  financial statements
       and   footnotes   thereto  in  the   company's   2003  Annual  Report  to
       Shareholders. In addition, the results of operations for the thirteen and
       thirty-nine   weeks  ended   September  25,  2004,  are  not  necessarily
       indicative of the results to be expected for the full year.

       Property and Depreciation

       During the first quarter of 2004, the company  performed a  comprehensive
       review of the estimated  useful lives of all asset classes.  As a result,
       the company  evaluated the utilization of certain machinery and equipment
       and determined  that its useful lives should be extended to 15 years from
       7 years, consistent with similar assets already being depreciated over 15
       years. The useful lives of buildings and improvements  were  standardized
       at 39 years from 15 to 35 years.  A decrease in  depreciation  expense of
       $1,206 for the  thirty-nine  weeks ended September 25, 2004 resulted from
       these  changes in  estimates.  Also,  depreciation  expense  increased by
       $1,143 during the  thirty-nine  weeks ended  September 25, 2004, due to a
       change  in  estimated  useful  lives  of  certain  machinery,   leasehold
       improvements and the current  Enterprise  Resource  Planning (ERP) system
       which is being  replaced  in the fourth  quarter of 2004 when the new ERP
       system will be implemented.

       Net Income Per Common Share

       Net income per common share is  presented  as basic and diluted  earnings
       per share.  Net income per common  share - Basic is based on the weighted
       average number of common shares  outstanding  during the year. Net income
       per common  share - Diluted is based on the  weighted  average  number of
       common shares and dilutive potential common shares outstanding during the
       year. Dilution is the result of outstanding stock options.



                                  Page 6 of 17
<PAGE>


       Stock-Based Compensation

       In December of 2002, the FASB issued  Statement No. 148  "Accounting  for
       Stock-Based  Compensation  - Transition  and Disclosure - an Amendment of
       FASB  Statement No. 123 (FAS 148)." The  provisions of this statement are
       effective for fiscal years beginning after December 15, 2003. The company
       measures stock-based  compensation and reports the calculated differences
       between the reported and pro forma impact of the fair-value method on the
       interim and annual financial reports as required.

<TABLE>
<CAPTION>

<S>                                   <C>        <C>            <C>        <C>

                                     Thirteen Weeks Ended     Thirty-nine Weeks Ended
                                       9/25/04   9/27/03        9/25/04     9/27/03
                                       -------   -------        -------     -------

Net income as reported                $   217    $(1,433)       $ 1,354    $  (561)

Deduct: Total stock-based employee
compensation expense determined under
fair-value net of related tax effects     (49)       (41)          (176)       (86)
                                       ------------------       -------------------
Pro forma net income                  $   168    $(1,474)       $ 1,178    $  (647)
                                       ==================       ===================

Earnings per share:
Basic and Diluted - as reported       $  0.03    $ (0.18)       $  0.17    $0.07
                                       ==================       ===================
Basic and Diluted - pro forma         $  0.02    $ (0.18)       $  0.15    $(0.08)
                                       ==================       ===================

</TABLE>


       Pension Plan

       The  company's  funding  policy  for its  pension  plan is to  contribute
       amounts  deductible for federal income tax purposes plus such  additional
       amounts,  if any, as the  company's  actuarial  consultants  advise to be
       appropriate.  The company  accrues  normal  periodic  pension  expense or
       income during the year based upon certain  assumptions and estimates from
       its  actuarial  consultants  in  accordance  with  Statement of Financial
       Accounting  Standard No. 87, "Employers'  Accounting for Pensions." These
       estimates and assumptions  include  discount rate, rate of return on plan
       assets,  compensation  increases,  mortality  and employee  turnover.  In
       addition,  the rate of  return  on plan  assets is  directly  related  to
       changes in the equity and credit markets, which can be very volatile. The
       use of the above  estimates and  assumptions,  market  volatility and the
       company's  election  to  immediately  recognize  all gains and  losses in
       excess of its pension  corridor in the current year may cause the company
       to experience  significant  changes in its pension expense or income from
       year to year.  Expenses or income  that fall  outside  the  corridor  are
       recognized only in the fourth quarter of each year.

       Recent Accounting Statements

       In April 2004,  the FASB released FASB Staff Position (FSP) No. FAS 106-2
       to address the  accounting and  disclosure  requirements  of the Medicare
       Prescription Drug, Improvement and Modernization Act of 2003 (the "Act"),
       which was signed  into law on  December 8, 2003.  The Act  established  a
       prescription drug benefit under Medicare Part D, and a Federal subsidy to
       sponsors of retiree health care benefit plans that provide a benefit that
       is at least  actuarially  equivalent  to  Medicare  Part D.  The  company
       sponsors  medical  programs  for certain of its retirees and expects that
       this legislation may reduce the costs for some of these programs. The FSP
       is effective for interim or annual periods beginning after June 15, 2004.
       The expected  effects of the Act will be factored into the company's 2004
       year-end  measurement of postretirement  medical  obligations and related
       expense  calculation  for 2005.  The company is currently  evaluating the
       impact  of FSP  106-2,  but does  not  expect a  material  impact  on the
       financial statements.



                                  Page 7 of 17
<PAGE>



2.     Restructure Charges
       -------------------

       During the fourth  quarter of 2003,  the company  incurred a $429 pre-tax
       restructure  charge  related to  specific  arrangements  made with senior
       executives who departed the company.

       During the fourth quarter of 2002, the company  incurred a $4,936 pre-tax
       restructure charge related to the closing of twelve thrift stores and the
       specific  arrangements  made with  senior  executives  who  departed  the
       company in the fourth quarter of 2002. There were 29 employees terminated
       as a result of this restructure,  of which 25 were thrift store employees
       and 4 were corporate executives.

       During the second  quarter of 2002,  the company closed six thrift stores
       and eliminated certain manufacturing and administrative positions.  There
       were 67 employees terminated as a result of this restructure, of which 42
       were  temporary  employees,  13 were thrift store  employees  and 12 were
       corporate  and  administrative  employees.  Costs related to these events
       were included in a pre-tax restructure charge of $1,405.

       During the  fourth  quarter of 2001,  the  company  closed its Dutch Mill
       Baking Company production facility.  In addition,  the company closed two
       thrift  stores.  Costs related to these events were included in a pre-tax
       restructure charge of $1,728.


<TABLE>
<CAPTION>

       Restructure Reserve Activity

                                                  Lease                     Fixed
                                              Obligations       Severance   Assets         Other        Total
                                              -----------       ---------  --------       -------      -------

<S>                            <C> <C>           <C>            <C>          <C>           <C>         <C>
                  Balance Dec. 28, 2002          $ 2,078        $ 3,403      $326          $178        $5,985
             Q1 2003 Reclass of PP&E                   -              -      (326)            -          (326)
             Q1 2003 Reversal of Reserve            (220)              -        -              -         (220)
             Q1 2003 Payments                       (165)          (475)        -           (41)         (681)
                                                    -----          -----        -           ----         -----
                  Balance March 29, 2003           1,693          2,928         -           137         4,758
             Q2 2003 Reversal of Reserve             (95)              -        -              -          (95)
             Q2 2003 Payments                       (229)          (460)        -           (40)         (729)
                                                    -----          -----        -           ----         -----
                  Balance Sept. 27, 2003           1,369          2,468         -            97         3,934
             Q3 2003 Reversal of Reserve            (129)              -        -              -         (129)
             Q3 2003 Payments                       (154)          (363)        -           (18)         (535)
                                                    -----          -----        -           ----         -----
                  Balance Sept. 27, 2003           1,086          2,105         -            79         3,270
             Q4 2003 Restructure Charges                -           429         -             -           429
             Q4 2003 Reclass of SERP                    -          (683)        -             -          (683)
             Q4 2003 Reversal of Reserve             (56)             -         -             -           (56)
             Q4 2003 Payments                       (217)          (366)        -            (2)         (585)
                                                    -----          -----        -           ----         -----
                  Balance Dec. 27, 2003              813          1,485         -            77         2,375
             Q1 2004 Payments                       (125)          (387)        -           (16)         (528)
                                                    -----          -----        -           ----         -----
                  Balance March 27, 2004             688          1,098         -            61         1,847
             Q2 2004 Payments                       (112)          (187)        -           (16)         (315)
                                                    -----          -----        -           ----         -----
                  Balance June 26, 2004              576            911         -            45          1,532
             Q3 2004 Payments                        (88)          (176)        -           (16)         (280)
                                                    -----          -----        -           ----         -----
                  Balance Sept. 25, 2004           $ 488          $ 735       $ -         $  29         $1,252
                                                    =====          =====     =====          ====         =====

</TABLE>



       The  balance  of the  severance  charges  is  expected  to be  paid as of
       December 2005 and the balance of the lease  obligations and other charges
       is expected to be paid as of November 2006.






                                  Page 8 of 17
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<TABLE>
<CAPTION>

<S>                                               <C>                        <C>


3.     Inventories

       Inventories are classified as follows:
                                                          9/25/04                 12/27/03
                                                          -------                 --------
       Finished goods                             $         1,612            $       2,397
       Work in progress                                       807                      740
       Raw materials and supplies                           3,332                    2,593
                                                  ----------------------------------------
                                                  $         5,751            $       5,730
                                                  ========================================

</TABLE>


4.     Stock Option Plans
       ------------------

       On October 29,  2004,  8,000  options  were  granted to  employees of the
       company under the 2003 Long Term Incentive  Plan.  Under this grant,  the
       options  vest  in  three  equal  installments   beginning  on  the  first
       anniversary  date  with a five  year  retention  period  from the date of
       grant.  The option price is determined by the  Compensation  Committee of
       the Board and, in the case of incentive  stock  options,  will be no less
       than the fair  market  value of the shares on the date of grant.  Options
       lapse at the earlier of the expiration  date of the option term specified
       by the Compensation  Committee of the Board (not more than ten years from
       the date of grant in the case of incentive stock options) or three months
       following the date on which employment with the company terminates.

       On October 29,  2004,  112,000  shares of  restricted  common  stock were
       granted to certain  executives  of the  company  under the 2003 Long Term
       Incentive Plan. Under this grant, the restricted stock will vest in equal
       one-fifth  increments on each anniversary of the date of grant. The grant
       also includes a performance  target which,  if achieved,  will accelerate
       the vesting schedule.  If the closing price of the company's common stock
       equals or exceeds $14 per share for 10  consecutive  trading  days during
       the five-year  vesting period,  then any unvested  restricted shares will
       become fully vested on the later of (i) the day on which the  performance
       target has been  achieved  or (ii) the third  anniversary  of the date of
       grant.

5.     Pension and Supplemental Retirement Costs
       -----------------------------------------

       In December 2003,  the FASB issued a revised SFAS No. 132 R,  "Employers'
       Disclosure  about  Pensions  and Other  Postretirement  Benefits,"  which
       requires additional disclosures for benefits plans. The standard requires
       interim disclosure of the various components of net periodic pension cost
       and expanded  annual  disclosures,  such as describing  the types of plan
       assets,  investment  strategy and plan obligations.  The required interim
       disclosure is included below.  Annual disclosures will be provided in the
       2004 Form 10-K.

       Components of Net Periodic Cost
                                                    Thirty-nine Weeks Ended

                                                    9/25/04            9/27/03
                                                    -------            -------
       Service cost                             $     1,058         $    1,002
       Interest cost                                  3,861              3,645
       Expected return on plan assets                (3,372)            (3,129)
       Amortization of prior service costs               (3)                (5)
       Amortization of net (gain) loss                   39                 48
                                                ------------------------------
       Net periodic benefit cost                $     1,583         $    1,561
                                                ==============================

       Employer Contributions

       The company previously disclosed in its financial statements for the year
       ended December 27, 2003,  that it was not required to make  contributions
       to its pension plan in 2004. As of September  25, 2004, no  contributions
       have been made.


                                  Page 9 of 17
<PAGE>



6.     Postretirement Benefits Other than Pensions
       -------------------------------------------

       Components of Net Periodic Postretirement Benefit Cost

                                                    Thirty-nine Weeks Ended
                                                    9/25/04            9/27/03
                                                    -------            -------
       Service cost                             $       312         $      252
       Interest cost                                    707                741
       Net amortization and deferral                      -                (98)
                                                ------------------------------
       Net periodic benefit cost                $     1,019         $      895
                                                ==============================

       Employer Contributions

       Estimated company contributions for the thirty-nine weeks ended September
       25, 2004, are $869.



                                 Page 10 of 17
<PAGE>



                      TASTY BAKING COMPANY AND SUBSIDIARIES
                   (000's, except share and per share amounts)

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

Results of Operations

Overview

Net income for the third quarter of 2004 was $217 or $.03 per diluted share. Net
loss for the third quarter of 2003 was $1,433 or $.18 per diluted  share,  which
included  a $129  pre-tax  restructure  charge  reversal  due  to the  favorable
settlement of certain thrift store lease contracts.

Net income for the  thirty-nine  weeks ended  September 25, 2004,  was $1,354 or
$.17 per diluted  share,  which included a $75 pre-tax gain from the sale of one
route  to an  independent  sales  distributor  in  Maryland.  Net  loss  for the
thirty-nine  weeks ended September 27, 2003, was $561 or $.07 per diluted share,
which included a $444 pre-tax  restructure  charge reversal due to the favorable
settlement of certain thrift store lease contracts.


Sales

Gross sales  increased by 3.1% in the third quarter of 2004 compared to the same
quarter in 2003.  Route sales  increased  by 4.7% in the third  quarter of 2004,
primarily driven by the impact of the new route  territories added in Pittsburgh
and  Cleveland  in 2004,  list price  increases  instituted  on the Family  Pack
product line and the new  Tastykake  Sensables  product line  launched in August
2004.  Without the  increase  from the new route  territories,  same route sales
increased  1.4% compared to the third quarter of 2003.  Gross sales in non-route
areas  decreased  in the third  quarter  of 2004 by 1.4%  compared  to the third
quarter of 2003.  This  decrease was  primarily  driven by the timing of certain
promotional  events with key  customers  versus the same  quarter a year ago. In
addition,  sales to certain third party  distributors  in the  southeast  region
declined in the quarter due to weather related distribution issues.

Gross sales increased by 4.1% in the thirty-nine weeks ended September 25, 2004,
compared to the same period in 2003.  Year to date route sales increased by 6.5%
compared to the same period in 2003,  primarily  driven by the impact of the new
route territories,  list price increases and the new Tastykake Sensables product
line  launched  in  August  2004.  Without  the  increase  from  the  new  route
territories,  year to date same route sales  increased 3.5% compared to the same
period of 2003. Year to date gross sales in non-route areas decreased during the
thirty-nine  weeks ended September 25, 2004, by 2.2% compared to the same period
in 2003, because the first quarter of 2003 includes sales from the West Coast, a
territory the company exited after that quarter.

In the third quarter of 2004, net sales  increased by 0.9% compared to the third
quarter of 2003.  This increase in net sales was less than the increase in gross
sales due to higher percentage increases in price promotion spending and product
returns.

For the thirty-nine  weeks ended September 25, 2004, net sales decreased by 0.2%
compared  to the same  period in 2003.  The  decrease  in net sales  versus  the
increase  in gross sales  resulted  from higher  percentage  increases  in price
promotion spending and product returns.


                                 Page 11 of 17
<PAGE>



Cost of Sales

Cost of sales, excluding  depreciation,  for the third quarter of 2004 decreased
by 3.6%. As a percentage of gross sales,  cost of sales decreased 2.8 percentage
points to 40.6% in the third  quarter  from 43.4% in the third  quarter of 2003.
Cost of sales for the thirty-nine  weeks ended September 25, 2004,  decreased by
4.9%. As a percentage of gross sales,  cost of sales year to date  decreased 3.7
percentage  points  to  39.5%  from  43.2%  in the same  period  in 2003.  These
decreases  are  primarily  the  result of sales  volume  reductions  along  with
packaging and productivity initiatives,  partially offset by the increased costs
associated  with the new product line and the increased cost of eggs,  oils, and
butter.

Gross Margin

Gross margin after  depreciation,  as a percentage  of net sales,  was 30.2% and
27.7% for the third quarters of 2004 and 2003, respectively.  The 2.5 percentage
point  improvement  resulted  from the combined  effect of the Family Pack price
increase,  favorable  sales mix and the decrease in cost of sales resulting from
the  company's  productivity  initiatives.   These  positive  improvements  were
partially  offset by increased  price promotion  spending and increased  product
returns.

Gross margin after  depreciation,  as a percentage  of net sales,  was 30.8% and
27.9% for the  thirty-nine  weeks ended  September  25, 2004,  and September 27,
2003,  respectively.  The 2.9  percentage  point  improvement  resulted from the
combined effect of the Family Pack price increase,  favorable sales mix, and the
decrease in cost of sales resulting from the company's productivity initiatives.
These positive  improvements  were partially offset by increased price promotion
spending and increased product returns.

Selling, General and Administrative Expenses

Selling,  general  and  administrative  expenses  for the third  quarter of 2004
decreased by $1,570 or 12.1% compared to the third quarter of 2003. The decrease
resulted  from a reduction  in  marketing  spending to fund an increase in price
promotion  spending, and lower freight  costs.  This was partially  offset by an
increase in administrative expenses related to the ERP system implementation and
work  required  by section  404 of the  Sarbanes  Oxley Act  (Sarbox).  Selling,
general and  administrative  expenses for the thirty-nine  weeks ended September
25,  2004,  decreased  by $178 or .5%  compared to the same period in 2003.  The
decrease resulted from a reduction in marketing  spending to fund an increase in
price promotion spending, and lower freight costs.  This was partially offset by
an increase in administrative  expenses related to the ERP system implementation
and work  required by section 404 of the Sarbox,  as well as  increased  selling
expense related to the Pittsburgh and Cleveland route expansion.

Depreciation

Depreciation  expense in the third quarter of 2004  increased  11.5% compared to
the third quarter of 2003. This increase is primarily due to the amortization of
new  handheld   equipment   implemented  during  the  second  quarter  of  2004.
Depreciation  expense  for the  thirty-nine  weeks  ended  September  25,  2004,
increased  5.3% compared to the same period in 2003.  During the first  quarter,
the company  performed a comprehensive  review of the estimated  useful lives of
all asset classes. As a result, the company evaluated the utilization of certain
machinery and equipment and determined  that its useful lives should be extended
to 15  years  from  7  years,  consistent  with  similar  assets  already  being
depreciated over 15 years.  The useful lives of buildings and improvements  were
standardized  at 39  years  from 15 to 35  years.  These  changes  in  estimates
resulted in a decrease  in  depreciation  expense of $1,206 for the  thirty-nine
weeks ended September 25, 2004. Also,  depreciation  expense increased by $1,143
during the  thirty-nine  weeks  ended  September  25,  2004,  due to a change in
estimated  useful lives of certain  machinery,  leasehold  improvements  and the
current ERP system  which is being  replaced in the fourth  quarter of 2004 when
the new ERP system will be implemented.




                                 Page 12 of 17
<PAGE>


Non-Operating Items

Interest expense increased by 35.4% in the third quarter of 2004 compared to the
third quarter of 2003.  Interest  expense  increased by 44.5% in the thirty-nine
weeks ended  September  25,  2004,  compared  to the same period in 2003.  These
increases are due to increased  average  borrowing levels and increased  average
interest  rates.  The company is exposed to market risk relative to its interest
expense as its notes payable and long-term  debt have  floating  interest  rates
that vary with the  conditions in the credit  market.  It is expected that a one
percentage point increase in interest rates would result in additional quarterly
expense of approximately $38, pre-tax.

Other income, net increased in the third quarter and the thirty-nine weeks ended
September  25,  2004  compared  to the same  period in 2003 due to a loss on the
disposition of certain equipment in 2003.

The effective income tax rate was 37% for the thirty-nine  weeks ended September
25,  2004,  and 35% for the same  period in 2003,  which  compares  to a federal
statutory  rate of 34%.  Differences  between  the  effective  tax rates and the
statutory tax rate arise from the effect of state income taxes.

Liquidity and Capital Resources

Historically,  the company has been able to generate  sufficient amounts of cash
from  operations.  Bank  borrowings  are  used  to  supplement  cash  flow  from
operations during periods of cyclical shortages. A credit facility is maintained
with two banks and certain capital and operating leases are utilized. Details of
the credit  facility can be found in the company's  Form 10-K for the year ended
December  27,  2003.  The  company  has been and  expects to  continue  to be in
compliance with its covenants under the credit facility this year.

Net cash from operating activities for the thirty-nine weeks ended September 25,
2004, decreased by $2,394 compared to the same period in 2003. This decrease was
driven by an  unfavorable  change in assets and  liabilities in 2004 compared to
2003. The unfavorable change in assets and liabilities resulted primarily from a
smaller increase in accounts  payable during 2004 compared to 2003.  Prepayments
increased in 2004 compared to a decrease in 2003,  due to the payment in 2004 of
a long-term  maintenance  contract and costs for new package  designs across the
entire  product line.  These  unfavorable  changes were  partially  offset by an
increase in net income for 2004 compared to a net loss in 2003.

Net cash used for investing activities for the thirty-nine weeks ended September
25, 2004,  increased by $2,078  relative to the same period in 2003  principally
due to an increase of $2,746 in capital  expenditures for the new ERP system and
a new production line at the company's Oxford manufacturing location.

Net cash from financing activities for the thirty-nine weeks ended September 25,
2004,  increased by $4,588  relative to the comparable  period in 2003, due to a
$2,000 increase in long-term  borrowing,  a net increase in short-term borrowing
of $1,700 and a $886  reduction in long-term  repayments,  relative to the prior
year.

For the  remainder  of  2004,  the  company  anticipates  that  cash  flow  from
operations,  along with the continued availability of credit under the company's
credit  facility,  will provide  sufficient cash to meet operating and financing
requirements.


                                 Page 13 of 17
<PAGE>



Forward-Looking Statements

Certain  matters  discussed  in this Report,  including  those under the heading
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations,"  contain  "forward-looking  statements"  within the  meaning of the
Private  Securities  Litigation  Reform Act of 1995, and are subject to the safe
harbor  created  by that  Act.  These  forward-looking  statements  may  include
comments  about  legal  proceedings,  competition  within the  baking  industry,
availability  and  pricing  of  raw  materials  and  capital,  sales  growth  by
distribution through direct sales programs,  private label,  institutional sales
and other channels of distribution, changes in the company's business strategies
and other  statements  contained herein that are not historical  facts.  Because
such forward-looking statements involve risks and uncertainties, various factors
could cause actual results to differ  materially from those expressed or implied
by such  forward-looking  statements,  including  changes in general economic or
business  conditions  nationally  and  in the  company's  primary  markets,  the
availability of capital upon terms  acceptable to the company,  the availability
and prices of raw materials, the level of demand for the company's products, the
outcome of legal  proceedings to which the company is or may become a party, the
actions of competitors  within the packaged food  industry,  changes in consumer
tastes or eating habits, the success of business  strategies  implemented by the
company to meet  future  challenges,  and the ability to develop and market in a
timely and efficient  manner new products  which are accepted by consumers.  The
reader should review  "Management's  Discussion and Analysis" and "Risk Factors"
in the company's 2003 Annual Report to Shareholders and "Management's Discussion
and  Analysis" in the  company's  annual  report on Form 10-K for the year ended
December 27, 2003,  for a more  complete  discussion of other risk factors which
may affect the company's financial position or operating performance.

Item 3.       Quantitative and Qualitative Disclosures about Market Risk
              ----------------------------------------------------------

The company is exposed to market risk  relative to its  interest  expense as its
notes payable and long-term debt have floating interest rates that vary with the
conditions in the credit markets and the company's financial performance.  It is
expected that a one percentage  point increase in interest rates would result in
additional   quarterly  expense  of  approximately  $38.  Under  current  market
conditions, the company believes that changes in interest rates would not have a
material impact on the financial statements of the company. The company also has
notes receivable from independent  sales  distributors  whose rates adjust every
three years,  which would  partially  offset the  fluctuations  in the company's
interest  rates on its notes  payable.  The  company  also has the right to sell
these  notes   receivable,   and  could  use  these   proceeds  to  liquidate  a
corresponding  amount of the notes payable.  For a more detailed explanation see
the company's  2003 Annual  Report on Form 10-K  "Quantitative  and  Qualitative
Disclosure about Market Risk," page 6.



                                 Page 14 of 17
<PAGE>



Item 4.  Controls and Procedures
         -----------------------

The company maintains a system of disclosure controls and procedures designed to
provide reasonable assurance as to the reliability of its consolidated financial
statements  and  other  disclosures   included  in  this  report.   The  company
established a disclosure controls  committee,  which consists of certain members
of management. The company carried out an evaluation,  under the supervision and
with the participation of management,  including the Chief Executive Officer and
Chief Financial Officer, of the design and operation of the company's disclosure
controls  and  procedures  as of the end of the period  covered by this  report.
Based on this  evaluation,  the  company's  Chief  Executive  Officer  and Chief
Financial  Officer  concluded  that  the  company's   disclosure   controls  and
procedures  are  effective at a reasonable  level of  assurance  for  gathering,
analyzing  and  disclosing  material  information  the  company is  required  to
disclose in the reports it files with the  Securities  and  Exchange  Commission
(SEC)  pursuant to the  Securities  and  Exchange  Act of 1934,  within the time
periods  specified  in the SEC's  rules and  forms.  In  addition,  the  company
reviewed its internal  control over  financial  reporting and there have been no
changes  during the  period  covered by this  report in the  company's  internal
control  over  financial  reporting,  to the extent  that  elements  of internal
control over financial  reporting are subsumed  within  disclosure  controls and
procedures,  that has materially affected, or is reasonably likely to materially
affect, the company's internal control over financial reporting.

As has been previously  disclosed,  the company is implementing a new enterprise
resource planning (ERP) system in the fourth quarter of 2004. The new ERP system
will provide the company with an integrated  planning,  accounting and reporting
system  which  will  improve  the  company's  business  planning  and  financial
reporting processes. As a result of this system implementation,  certain changes
to the company's  internal control  structure will be made in the fourth quarter
of 2004 which  management  believes will maintain and  strengthen  the company's
overall  internal  controls.  Given the timing of the ERP system  implementation
with  relation to the internal  control  testing  required by section 404 of the
Sarbanes  Oxley  Act,  there is the risk  that  there may be  insufficient  time
remaining  before  fiscal  year  end  2004  for the  company  to  remediate  any
deficiencies  identified.  Management  is  diligently  working to  complete  all
testing and remediation within the Sarbanes Oxley Act deadline.

Item 5.  Other Matters
         -------------

On October 29, 2004,  112,000 shares of restricted  common stock were granted to
certain  executives  of the  company  under the 2003 Long Term  Incentive  Plan,
including  30,000  shares to Charles P.  Pizzi,  President  and Chief  Executive
Officer;  15,000 shares to David S.  Marberger,  Senior Vice President and Chief
Financial Officer; 15,000 shares to Vincent A. Melchiorre, Senior Vice President
and Chief  Marketing  Officer;  15,000 shares to Blake W. Thompson,  Senior Vice
President,  Supply Chain;  10,000 shares to Autumn R. Bayles,  Chief Information
Officer; and 5,000 shares to Nancy K. O'Toole, Vice President,  Human Resources.
Under this grant, the restricted  stock will vest in equal one-fifth  increments
on each  anniversary  of the date of grant.  There is also a performance  target
which, if achieved,  will accelerate the vesting schedule.  If the closing price
of the company's common stock equals or exceeds $14 per share for 10 consecutive
trading days during the five-year vesting period,  then any unvested  restricted
shares  will  become  fully  vested  on the  later of (i) the day on  which  the
performance  target has been achieved or (ii) the third  anniversary of the date
of grant.



                                 Page 15 of 17
<PAGE>


                      TASTY BAKING COMPANY AND SUBSIDIARIES

PART II.      OTHER INFORMATION



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

(a) Exhibits:

              Exhibit 3 - Ammended and Restated Articles of Incorporation dated
              August 18, 2004

              Exhibit  10.1 -  Second  Amendment  to  Employment  Agreement  for
              Charles P. Pizzi dated August 19, 2004

              Exhibit 10.2 - Supplemental  Executive  Retirement Plan Agreement,
              Amended  and  Restated  effective  August 19,  2004 for Charles P.
              Pizzi

              Exhibit 31.1 - Certification  of Chief Financial  Officer pursuant
              to Section 302 of the Sarbanes-Oxley Act of 2002

              Exhibit 31.2 - Certification  of Chief Executive  Officer 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

(b) Reports on Form 8-K

              The  company  filed the  following  reports on Form 8-K during the
              thirteen weeks ended September 25, 2004:

              On July 27, 2004, the company furnished a report on Form 8-K under
              Item 12, Results of Operation and Financial Condition, attaching a
              press  release  announcing  its  financial  results for the second
              quarter ended June 26, 2004.

              On July 30, 2004, the company furnished a report on Form 8-K under
              Item 5, Other Events.  The report disclosed that on July 28, 2004,
              the Board of Directors  declared a regular cash  dividend of $0.05
              per share and  renewed  the  company's  stock  repurchase  program
              adopted in July 2003.



                                 Page 16 of 17
<PAGE>


              TASTY BAKING COMPANY AND SUBSIDIARIES

                                    SIGNATURE
                                    ---------

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





                                                     TASTY BAKING COMPANY
                                                 -------------------------------
                                                           (Company)








   November 3, 2004                                 /s/ David S. Marberger
----------------------                           -------------------------------
        (Date)                                        DAVID S. MARBERGER
                                                   SENIOR VICE PRESIDENT AND
                                                    CHIEF FINANCIAL OFFICER
                                                   (Principal Financial and
                                                       Accounting Officer)






                                 Page 17 of 17
<PAGE>