content: 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  30,
            1995
  
                                         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 1-5084
  
  
                                TASTY BAKING COMPANY
               (Exact name of registrant 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)
  
           Telephone:  215-221-8500
           (Registrant's Telephone Number, including area code)
  
  
  
                                        N O N E
                (Former Name, Former Address and Former Fiscal Year,
                           If Changed Since Last Report)
  
  
  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 the number of shares  outstanding  of each of the  issuer's  classes of
  common stock, as of the latest practicable date.
  
            Class                            Outstanding at September 30, 1995
  
  Common stock, par value $.50                       6,181,476 shares
  
  
  
  Index of exhibits is located on page 9 of 10
  
                                    Page 1 of 10
  
  <PAGE>
  
  
                       TASTY BAKING COMPANY AND SUBSIDIARIES
  
  
                                       INDEX
  
  
  
                                                                       Page Number
  Part I - Financial Information
  
  
           Item 1.  Financial Statements
  
           Consolidated Condensed Balance Sheets -
             September 30, 1995 and December 31, 1994 ..........................3
  
           Consolidated Condensed Statements of Operations - 
             13 weeks and 39 Weeks Ended September 30, 1995 and
             October 1, 1994 ...................................................4
  
           Consolidated Condensed Statements of Cash Flows -
             39 Weeks Ended September 30, 1995 and
             October 1, 1994 ...................................................5
  
           Notes to Consolidated Condensed Financial Statements ................6
  
           Item 2.  Management's Discussion and Analysis of
             Financial Condition and Results of Operations .................7 - 8
  
  
  Part II - Other Information
  
  
           Item 6.  Exhibits and Reports on Form 8-K ...........................9
  
           Signatures .........................................................10
  
  
  
                                    Page 2 of 10
  
  
  
  
  <PAGE>
  
                       TASTY BAKING COMPANY AND SUBSIDIARIES
  
  PART I - FINANCIAL INFORMATION      CONSOLIDATED CONDENSED BALANCE SHEETS
  ITEM 1.  FINANCIAL STATEMENTS       (unaudited)
  
  <TABLE>
  <CAPTION>
  
                                                  Sept. 30,        Dec. 31,
                                                    1995            1994
  <S>                                          <C>            <C>
  Current assets:
     Cash                                       $    236,120    $    147,251
    Accounts and notes receivable,
      net of allowance for
      doubtful accounts                           20,218,502      17,574,423
                                                ------------    ------------
    Inventories:
      Raw materials                                1,832,337       1,657,926
      Work in progress                               632,537         633,909
      Finished goods                                 638,172         645,225
                                                ------------    ------------
                                                   3,103,046       2,937,060
                                                ------------    ------------
    Deferred income taxes,
      prepayments and other                        3,285,277       3,681,528
                                                ------------    ------------
      Total current assets                        26,842,945      24,340,262
                                                ------------    ------------
  Property, plant and equipment                  126,243,834     122,001,864
    Less accumulated depreciation                 89,498,975      84,063,636
                                                ------------    ------------
                                                  36,744,859      37,938,228
                                                ------------    ------------
  Excess of cost of investment in
    subsidiary over net assets
    at acquisition                                   345,018           --
                                                ------------    ------------
  Long-term receivables                           11,320,309      10,872,115
                                                ------------    ------------
  Deferred income taxes                            9,859,452      10,830,705
                                                ------------    ------------
  Other assets and deferred charges                3,201,338       3,155,286
                                                ------------    ------------
  
  Total assets                                  $ 88,313,921    $ 87,136,596
                                                ============    ============
  
  
  Current liabilities:
    Current portion of long-term debt           $    222,831    $    222,831
    Current obligations under capital leases         498,807         455,712
    Notes payable, banks                           1,800,000       1,800,000
    Accounts payable                               4,733,923       4,075,343
    Accrued liabilities                            5,739,956       4,552,843
    Accrued income taxes                            (991,506)        893,111
                                                ------------    ------------
      Total current liabilities                   12,004,011      11,999,840
                                                ------------    ------------
  Long-term debt, less current portion             5,544,287       5,349,558
                                                ------------    ------------
  Long-term obligations under capital
    leases, less current portion                   1,785,209       2,166,293
                                                ------------    ------------
  Deferred income                                  1,827,746       3,271,268
                                                ------------    ------------
  Accrued pensions and other liabilities          12,810,061      11,691,444
                                                ------------    ------------
  Postretirement benefits other than pensions     19,762,043      19,707,364
                                                ------------    ------------
  SHAREHOLDERS' EQUITY
  Common stock                                     3,644,544       3,644,544
  Capital in excess of par value stock            29,615,083      29,175,510
  Retained earnings                               18,123,413      17,228,764
                                                ------------    ------------
                                                  51,383,040      50,048,818
  Less:
    Treasury stock, at cost                       16,386,614      16,601,793
    Management Stock Purchase Plan
      receivables and deferrals                      415,862         496,196
                                                ------------    ------------
                                                  34,580,564      32,950,829
                                                ------------    ------------
  Total liabilities and
    shareholders' equity                        $ 88,313,921    $ 87,136,596
                                                ============    ============
  </TABLE>
  
       See accompanying notes to consolidated condensed financial statements.
  
                                    Page 3 of 10
  
  <PAGE>
  
  
                       TASTY BAKING COMPANY AND SUBSIDIARIES
                  CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                    (Unaudited)
  
  
  <TABLE>
  <CAPTION>
                                              For the 13 Weeks Ended                   For the 39 Weeks Ended
                                              ----------------------                   ----------------------
  
                                             09/30/95         10/01/94             09/30/95            10/01/94
  
  <S>                                    <C>                <C>                 <C>                 <C>
  Net Sales                                $33,653,747       $33,870,195         $107,374,202        $107,021,083
                                          ------------      ------------         ------------        ------------
  
  Costs and expenses:
    Cost of sales                           21,815,368        20,487,830           67,984,916          64,339,152
  
    Depreciation                             1,850,586         1,828,296            5,560,518           5,399,694
  
    Selling, general and
      administrative                         9,532,556        10,400,070           28,426,247          31,345,720
  
    Severance and restructure charges            -                 -                  950,000           1,240,000
  
    Interest expense                           131,219           205,095              450,286             573,268
  
    Other income, net                         (920,722)         (758,676)          (2,757,391)         (2,425,910)
                                          ------------      ------------         ------------        ------------
  
                                            32,409,007        32,162,615          100,614,576         100,471,924
                                          ------------      ------------         ------------        ------------
  Income before provision
    for income taxes                         1,244,740         1,707,580            6,759,626           6,549,159
                                          ------------      ------------         ------------        ------------
  
  
  Provision for income taxes:
    Current and deferred                      (419,797)         (665,522)          (2,736,961)         (2,597,214)
  
    Decrease in deferred tax asset
      due to change in tax rate               (550,868)            -                 (550,868)              -
                                          ------------      ------------         ------------        ------------
  
    Total provision for income taxes          (970,665)         (665,522)          (3,287,829)         (2,597,214)
                                          ------------      ------------         ------------        ------------
  
  
  Net income                                $  274,075        $1,042,058           $3,471,797          $3,951,945
                                          ============      ============         ============        ============
  
  
  Average common shares outstanding          6,160,102         6,139,110            6,149,346           6,140,903
  
  
  
  Per share of common stock:
  
    Net income                                    $.04              $.17                 $.56                $.64
                                          ============      ============         ============        ============
  
    Cash dividend                                 $.14              $.13                 $.42                $.39
                                          ============      ============         ============        ============
  </TABLE>
  
  
  
       See accompanying notes to consolidated condensed financial statements.
  
                                    Page 4 of 10
  
  
  <PAGE>
  
  
                       TASTY BAKING COMPANY AND SUBSIDIARIES
  
                  CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                    (Unaudited)
  
  <TABLE>
  <CAPTION>
                                                              For the 39 Weeks Ended
  
                                                              09/30/95       10/01/94
  <S>                                                       <C>            <C>
  Cash flows from (used for) operating activities
  
    Net income                                               $ 3,471,797    $ 3,951,945
    Adjustments to reconcile net income to net
     cash provided by operating activities:
      Depreciation                                             5,560,518      5,399,694
      Amortization                                                39,906         28,796
      Deferred taxes                                           1,426,287        561,905
      Other                                                     (216,796)      (886,545)
    Changes in assets and liabilities affecting operations    (2,601,787)    (1,012,665)
                                                             -----------    -----------
  
    Net cash from operating activities                         7,679,925      8,043,130
                                                             -----------    -----------
  
  Cash flows from (used for) investing activities
      Proceeds from owner/operator's loan repayments           2,461,108      2,557,163
      Purchase of property, plant and equipment               (3,247,329)    (2,743,031)
      Loans to owner/operators                                (2,871,526)    (2,846,596)
      Proceeds from sale of property, plant and equipment         36,836           --
      Other                                                      (49,492)        (6,724)
                                                             -----------    -----------
  
      Net cash used for investing activities                  (3,670,403)    (3,039,188)
                                                             -----------    -----------
  
  Cash flows used for financing activities
      Dividends paid                                          (2,577,148)    (2,393,361)
      Payment of long-term debt                               (1,343,505)    (1,968,228)
      Net decrease in short-term debt                               --         (700,000)
                                                             -----------    -----------
  
      Net cash used for financing activities                  (3,920,653)    (5,061,589)
                                                             -----------    -----------
  
    Net increase (decrease) in cash                               88,869        (57,647)
  
    Cash, beginning of year                                      147,251        141,026
                                                             -----------    -----------
  
    Cash, end of period                                      $   236,120    $    83,379
                                                             ===========    ===========
  
    Supplemental Cash Flow Information:
    Cash paid during the period for:
  
      Interest                                               $   427,695    $   417,224
                                                             ===========    ===========
      Income taxes                                           $ 3,731,877    $ 2,852,503
                                                             ===========    ===========
  </TABLE>
  
  
       See accompanying notes to consolidated condensed financial statements.
  
  
                                    Page 5 of 10
  
  <PAGE>
  
  
  NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  
  1.   On August 29, 1995, the company  acquired all of the outstanding  shares of
       capital stock of Dutch Mill Baking  Company,  Inc. (Dutch Mill) in exchange
       for 45,948 shares of the company's  common stock valued at $649,000.  Dutch
       Mill,  based in Wyckoff,  New Jersey,  produces  donuts,  muffins and cakes
       under a  variety  of  labels  and  operates  principally  in the  New  York
       metropolitan  area.  The  acquisition  was accounted for as a purchase and,
       accordingly,  the net assets and  results  of  operation  of Dutch Mill are
       included in the company's  consolidated financial statements since the date
       of  acquisition.  The  excess of the total  acquisition  cost over the fair
       value of net assets acquired of  approximately  $345,000 is being amortized
       on a straight line basis over fifteen years. The pro forma results, had the
       acquisition  occurred at the  beginning of fiscal year 1994 or 1995,  would
       not have had a significant impact on the company's  consolidated results of
       operations.
  
  2.   Severance  and  Restructure  Charges - In the second  quarter of 1995,  the
       company incurred  severance costs of $950,000  resulting in a charge to net
       income of  $550,000  or $.09 per  share  after  related  tax  benefit.  The
       severance  charge  resulted  from changes in certain  management  positions
       during  the  second  quarter  of  1995.   The  management   positions  were
       established  in  connection  with a  Restructuring  Program  (the  Program)
       implemented in 1994.
  
       In the second  quarter of 1994,  the company  completed  the  Program.  The
       Program was designed to enhance overall  competitiveness,  productivity and
       efficiency in a highly competitive  marketplace.  The Program resulted in a
       charge  against  second  quarter 1994 earnings of  $1,240,000  which had an
       after-tax  effect of  $719,200  or $.12 per share.  Included in this charge
       were the costs  associated with workforce  reductions and  realignments and
       severance pay.
  
  3.   Decrease  in Net  Deferred  Tax  Assets  Due to Change in Tax Rate - In the
       third  quarter of 1995,  under the  provisions  of  Statement  of Financial
       Accounting  Standards No. 109 - "Accounting for Income Taxes",  the company
       was  required to record a noncash  charge to net income of $550,868 or $.09
       per  share.  This  charge  resulted  from a  remeasuring  of the  company's
       deferred tax asset and liability  accounts as a result of a decrease in the
       Pennsylvania   Corporate   Net  Income  Tax  rate  from  11.99%  to  9.99%,
       retroactive to January 1, 1995.
  
  4.   Interim  Financial  Information  -  In  the  opinion  of  management,   the
       accompanying  unaudited consolidated condensed financial statements contain
       all  adjustments  (consisting of normal  recurring  accruals)  necessary to
       present  fairly the  financial  position of the company as of September 30,
       1995,  and  December  31,  1994 and the results of its  operations  for the
       thirteen and thirty-nine weeks ended September 30, 1995 and October 1, 1994
       and cash flows for the  thirty-nine  weeks  ended  September  30,  1995 and
       October  1,  1994.  These  unaudited   consolidated   condensed   financial
       statements  should be read in conjunction with the  consolidated  financial
       statements  and footnotes  thereto in the  company's  1994 Annual Report to
       Shareholders.  In addition,  the results of operations for the  thirty-nine
       weeks  ended  September  30,  1995 are not  necessarily  indicative  of the
       results to be expected for the full year.
  
       Advertising  expenses  and  certain  other  expense  items are  charged  to
       operations in the year incurred.  However,  for interim reporting  purposes
       the  expenses  are  charged  to  operations  on a  pro-rata  basis over the
       company's accounting periods. For the thirty-nine weeks ended September 30,
       1995 and  October 1,  1994,  the  difference  between  the actual  expenses
       incurred and the expenses charged to operations was not significant.
  
  5.   Earnings Per Share - Per share  amounts are based on the  weighted  average
       number of common  shares  and  equivalent  shares  outstanding  during  the
       quarter and year to date.
  
  
                                    Page 6 of 10
  
  <PAGE>
  
  
  Item 2.               MANAGEMENT'S DISCUSSION AND ANALYSIS 
                  OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  
  For the third quarter of 1995, the company  realized  consolidated net income of
  $274,075  or $.04 per share  versus  $1,042,058  or $.17 per share for the third
  quarter of 1994. Included in the 1995 results was a noncash charge to net income
  of $550,868 or $.09 per share.  This charge  resulted from a remeasuring  of the
  company's  deferred tax asset and liability accounts in accordance with SFAS No.
  109 due to a 2%  decrease  in the  Pennsylvania  Corporate  Net Income Tax rate,
  retroactive  to January 1, 1995.  Further  impacting the company's  consolidated
  operating  results was the  acquisition  on August 29, 1995 of Dutch Mill Baking
  Company,  Inc.  (Dutch Mill) which reduced the third  quarter 1995  consolidated
  operating  results by  $124,706  or $.02 per share.  On a  comparable  operating
  basis,   excluding  the  effects  of  the  adjustment  for  the  change  in  the
  Pennsylvania  Corporate  Net  Income  Tax rate and the Dutch  Mill  acquisition,
  operating  earnings were $949,649 or $.15 per share in the third quarter of 1995
  compared to $1,042,058 or $.17 per share in the third quarter of 1994.
  
  For the  thirty-nine  weeks ended  September  30,  1995,  the  company  realized
  consolidated  net income of  $3,471,797  or $.56 per share versus  $3,951,945 or
  $.64 per share for the  comparable  period in 1994.  On a  comparable  operating
  basis,  excluding the effects of the  adjustment  for the state tax rate change,
  the charges  associated with the acquisition of Dutch Mill and the net effect of
  severance and  restructure  charges,  the comparable  operating  results for the
  thirty-nine  weeks ended  September  30, 1995 were  $4,697,371 or $.76 per share
  versus $4,671,145 or $.76 for the comparable period in 1994.
  
  The  severance  charge in 1995  resulted  from  changes  in  certain  management
  positions  during  the third  quarter of 1995.  The  management  positions  were
  established in connection with a restructuring  program implemented in 1994. The
  restructure charge in 1994 reflects the costs associated with this restructuring
  program,  which realigned  departments and responsibilities in every area within
  the company to enhance productivity and efficiency.
  
  Consolidated  net sales for the third  quarter of 1995 were  $33,653,747  versus
  $33,870,195 for the comparable period in 1994. This decrease was due to a slight
  decrease  in unit  sales and the costs  associated  with  increased  promotional
  activity,  which were somewhat offset by price adjustments and sales contributed
  by Dutch Mill.
  
  Cost of sales in the  third  quarter  of 1995  increased  by 6.5% over the third
  quarter of 1994.  Higher  ingredient and packaging  costs  accounted for 2.5% of
  this  increase  and in  addition,  cost of sales in the  third  quarter  of 1995
  includes  approximately  $794,000 in shipping case costs, while in 1994 shipping
  case costs of approximately  $636,000 are reflected in operating expenses.  This
  change in  classification  was done as a result of a change in operating  policy
  that treats shipping cases as completely disposable items.
  
  The decrease in interest  expense for the third quarter of 1995 versus the third
  quarter of 1994 was the result of lower average  borrowing levels only partially
  offset by higher average interest rates.
  
  The  increase  in other  income,  net was  primarily  due to an  increase in the
  amortization of the gain on sale of distribution routes.
  
  The  effective  tax rates on  consolidated  net  income for the  quarters  ended
  September 30, 1995 and October 1, 1994 were 78.0% and 38.9%, respectively, which
  compares  to a federal  statutory  rate of 34%.  The  principal  reasons for the
  difference  between the effective  rates and the statutory rate in 1995 and 1994
  was the  effect  of state  income  taxes.  In the  third  quarter  of  1995,  in
  accordance with SFAS No. 109, the company recorded a noncash charge of $550,868.
  This charge,  which  increased the  provision for income taxes,  resulted from a
  remeasuring of the company's  deferred tax asset and liability accounts due to a
  reduction in the state income tax rate.
  
  
  
                                    Page 7 of 10
  
  <PAGE>
  
  
  
  Financial Condition
  
  The company has  consistently  demonstrated  the ability to generate  sufficient
  cash for working capital from operations.  Bank borrowings,  under various lines
  of credit arrangements,  are used to supplement cash flow from operations during
  periods of cyclical shortages.
  
  For the  thirty-nine  weeks ended  September 30, 1995,  net cash from  operating
  activities   decreased  by  $363,205  to  $7,679,925  from  $8,043,130  for  the
  comparable  period in 1994.  Net cash from  operating  activities was negatively
  impacted  by changes  in working  capital,  particularly  a decrease  in accrued
  taxes, relative to the same period in 1994.
  
  Net cash used for investing activities for the thirty-nine weeks ended September
  30, 1995  increased by $631,215 from the comparable  period in 1994  principally
  due to an increase in the purchase of property,  plant and  equipment.  Net cash
  used for  financing  activities  decreased  by  $1,140,936  relative to the same
  period in 1994.  This  decrease  is  primarily  the result of a decrease  in the
  repayment of short and long term debt of $1,324,723 relative to the prior year.
  
  For the  remainder  of  1995,  the  company  anticipates  that  cash  flow  from
  operations,  along  with the  continued  availability  of bank  lines of credit,
  revolving  credit  agreements  and  other  long-term  financing,   will  provide
  sufficient cash to meet operating and financing requirements.
  
  
                                    Page 8 of 10
  <PAGE>
  
  
  Item 6.  Exhibits and Reports on Form 8-K.
  
  
          (a)  Exhibits: Exhibit 27 - Financial Data Schedule
  
  
          (b)  Reports on Form 8-K
  
               The  registrant  did not  file a  report  on Form  8-K  during  the
               thirteen weeks ended September 30, 1995.
  
  
                                   EXHIBIT INDEX
  
                        Exhibit 27 - Financial Data Schedule
  
                                    Page 9 of 10
  
  <PAGE>
  
  
                                     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.
  
  
  
  
  
  
  
  
                                                 TASTY BAKING COMPANY 
                                               ---------------------------------
                                                     (Registrant)
  
  
  
  
  Date:    November 10, 1995                   /s/ John M. Pettine
       -----------------------                 ---------------------------------
                                                  John M. Pettine
                                                Vice President and
                                              Chief Financial Officer
                                     (Principal Financial and Accounting Officer)
  
  
  
                                   Page 10 of 10
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text: 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  30,
            1995
  
                                         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 1-5084
  
                                TASTY BAKING COMPANY
               (Exact name of registrant 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)
  
           Telephone:  215-221-8500
           (Registrant's Telephone Number, including area code)
  
                                        N O N E
                (Former Name, Former Address and Former Fiscal Year,
                           If Changed Since Last Report)
  
  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 the number of shares  outstanding  of each of the  issuer's  classes of
  common stock, as of the latest practicable date.
  
            Class                            Outstanding at September 30, 1995
  
  Common stock, par value $.50                       6,181,476 shares
  
  Index of exhibits is located on page 9 of 10
  
                                    Page 1 of 10
  TASTY BAKING COMPANY AND SUBSIDIARIES
  
                                       INDEX
  
                                                                       Page Number
  Part I - Financial Information
  
           Item 1.  Financial Statements
  
           Consolidated Condensed Balance Sheets -
             September 30, 1995 and December 31, 1994 ..........................3
  
           Consolidated Condensed Statements of Operations - 
             13 weeks and 39 Weeks Ended September 30, 1995 and
             October 1, 1994 ...................................................4
  
           Consolidated Condensed Statements of Cash Flows -
             39 Weeks Ended September 30, 1995 and
             October 1, 1994 ...................................................5
  
           Notes to Consolidated Condensed Financial Statements ................6
  
           Item 2.  Management's Discussion and Analysis of
             Financial Condition and Results of Operations .................7 - 8
  
  Part II - Other Information
  
           Item 6.  Exhibits and Reports on Form 8-K ...........................9
  
           Signatures .........................................................10
  
                                    Page 2 of 10
  TASTY BAKING COMPANY AND SUBSIDIARIES
  
  PART I - FINANCIAL INFORMATION      CONSOLIDATED CONDENSED BALANCE SHEETS
  ITEM 1.  FINANCIAL STATEMENTS       (unaudited)
  Sept. 30,        Dec. 31,
                                                    1995            1994
  Current assets:
     Cash                                       $    236,120    $    147,251
    Accounts and notes receivable,
      net of allowance for
      doubtful accounts                           20,218,502      17,574,423
                                                ------------    ------------
    Inventories:
      Raw materials                                1,832,337       1,657,926
      Work in progress                               632,537         633,909
      Finished goods                                 638,172         645,225
                                                ------------    ------------
                                                   3,103,046       2,937,060
                                                ------------    ------------
    Deferred income taxes,
      prepayments and other                        3,285,277       3,681,528
                                                ------------    ------------
      Total current assets                        26,842,945      24,340,262
                                                ------------    ------------
  Property, plant and equipment                  126,243,834     122,001,864
    Less accumulated depreciation                 89,498,975      84,063,636
                                                ------------    ------------
                                                  36,744,859      37,938,228
                                                ------------    ------------
  Excess of cost of investment in
    subsidiary over net assets
    at acquisition                                   345,018           --
                                                ------------    ------------
  Long-term receivables                           11,320,309      10,872,115
                                                ------------    ------------
  Deferred income taxes                            9,859,452      10,830,705
                                                ------------    ------------
  Other assets and deferred charges                3,201,338       3,155,286
                                                ------------    ------------
  
  Total assets                                  $ 88,313,921    $ 87,136,596
                                                ============    ============
  
  Current liabilities:
    Current portion of long-term debt           $    222,831    $    222,831
    Current obligations under capital leases         498,807         455,712
    Notes payable, banks                           1,800,000       1,800,000
    Accounts payable                               4,733,923       4,075,343
    Accrued liabilities                            5,739,956       4,552,843
    Accrued income taxes                            (991,506)        893,111
                                                ------------    ------------
      Total current liabilities                   12,004,011      11,999,840
                                                ------------    ------------
  Long-term debt, less current portion             5,544,287       5,349,558
                                                ------------    ------------
  Long-term obligations under capital
    leases, less current portion                   1,785,209       2,166,293
                                                ------------    ------------
  Deferred income                                  1,827,746       3,271,268
                                                ------------    ------------
  Accrued pensions and other liabilities          12,810,061      11,691,444
                                                ------------    ------------
  Postretirement benefits other than pensions     19,762,043      19,707,364
                                                ------------    ------------
  SHAREHOLDERS' EQUITY
  Common stock                                     3,644,544       3,644,544
  Capital in excess of par value stock            29,615,083      29,175,510
  Retained earnings                               18,123,413      17,228,764
                                                ------------    ------------
                                                  51,383,040      50,048,818
  Less:
    Treasury stock, at cost                       16,386,614      16,601,793
    Management Stock Purchase Plan
      receivables and deferrals                      415,862         496,196
                                                ------------    ------------
                                                  34,580,564      32,950,829
                                                ------------    ------------
  Total liabilities and
    shareholders' equity                        $ 88,313,921    $ 87,136,596
                                                ============    ============
  See accompanying notes to consolidated condensed financial statements.
  
                                    Page 3 of 10
  TASTY BAKING COMPANY AND SUBSIDIARIES
                  CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                    (Unaudited)
  For the 13 Weeks Ended                   For the 39 Weeks Ended
                                              ----------------------                   ----------------------
  
                                             09/30/95         10/01/94             09/30/95            10/01/94
  Net Sales                                $33,653,747       $33,870,195         $107,374,202        $107,021,083
                                          ------------      ------------         ------------        ------------
  
  Costs and expenses:
    Cost of sales                           21,815,368        20,487,830           67,984,916          64,339,152
  
    Depreciation                             1,850,586         1,828,296            5,560,518           5,399,694
  
    Selling, general and
      administrative                         9,532,556        10,400,070           28,426,247          31,345,720
  
    Severance and restructure charges            -                 -                  950,000           1,240,000
  
    Interest expense                           131,219           205,095              450,286             573,268
  
    Other income, net                         (920,722)         (758,676)          (2,757,391)         (2,425,910)
                                          ------------      ------------         ------------        ------------
  
                                            32,409,007        32,162,615          100,614,576         100,471,924
                                          ------------      ------------         ------------        ------------
  Income before provision
    for income taxes                         1,244,740         1,707,580            6,759,626           6,549,159
                                          ------------      ------------         ------------        ------------
  
  Provision for income taxes:
    Current and deferred                      (419,797)         (665,522)          (2,736,961)         (2,597,214)
  
    Decrease in deferred tax asset
      due to change in tax rate               (550,868)            -                 (550,868)              -
                                          ------------      ------------         ------------        ------------
  
    Total provision for income taxes          (970,665)         (665,522)          (3,287,829)         (2,597,214)
                                          ------------      ------------         ------------        ------------
  
  Net income                                $  274,075        $1,042,058           $3,471,797          $3,951,945
                                          ============      ============         ============        ============
  
  Average common shares outstanding          6,160,102         6,139,110            6,149,346           6,140,903
  
  Per share of common stock:
  
    Net income                                    $.04              $.17                 $.56                $.64
                                          ============      ============         ============        ============
  
    Cash dividend                                 $.14              $.13                 $.42                $.39
                                          ============      ============         ============        ============
  See accompanying notes to consolidated condensed financial statements.
  
                                    Page 4 of 10
  TASTY BAKING COMPANY AND SUBSIDIARIES
  
                  CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                    (Unaudited)
  For the 39 Weeks Ended
  
                                                              09/30/95       10/01/94
  Cash flows from (used for) operating activities
  
    Net income                                               $ 3,471,797    $ 3,951,945
    Adjustments to reconcile net income to net
     cash provided by operating activities:
      Depreciation                                             5,560,518      5,399,694
      Amortization                                                39,906         28,796
      Deferred taxes                                           1,426,287        561,905
      Other                                                     (216,796)      (886,545)
    Changes in assets and liabilities affecting operations    (2,601,787)    (1,012,665)
                                                             -----------    -----------
  
    Net cash from operating activities                         7,679,925      8,043,130
                                                             -----------    -----------
  
  Cash flows from (used for) investing activities
      Proceeds from owner/operator's loan repayments           2,461,108      2,557,163
      Purchase of property, plant and equipment               (3,247,329)    (2,743,031)
      Loans to owner/operators                                (2,871,526)    (2,846,596)
      Proceeds from sale of property, plant and equipment         36,836           --
      Other                                                      (49,492)        (6,724)
                                                             -----------    -----------
  
      Net cash used for investing activities                  (3,670,403)    (3,039,188)
                                                             -----------    -----------
  
  Cash flows used for financing activities
      Dividends paid                                          (2,577,148)    (2,393,361)
      Payment of long-term debt                               (1,343,505)    (1,968,228)
      Net decrease in short-term debt                               --         (700,000)
                                                             -----------    -----------
  
      Net cash used for financing activities                  (3,920,653)    (5,061,589)
                                                             -----------    -----------
  
    Net increase (decrease) in cash                               88,869        (57,647)
  
    Cash, beginning of year                                      147,251        141,026
                                                             -----------    -----------
  
    Cash, end of period                                      $   236,120    $    83,379
                                                             ===========    ===========
  
    Supplemental Cash Flow Information:
    Cash paid during the period for:
  
      Interest                                               $   427,695    $   417,224
                                                             ===========    ===========
      Income taxes                                           $ 3,731,877    $ 2,852,503
                                                             ===========    ===========
  See accompanying notes to consolidated condensed financial statements.
  
                                    Page 5 of 10
  NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  
  1.   On August 29, 1995, the company  acquired all of the outstanding  shares of
       capital stock of Dutch Mill Baking  Company,  Inc. (Dutch Mill) in exchange
       for 45,948 shares of the company's  common stock valued at $649,000.  Dutch
       Mill,  based in Wyckoff,  New Jersey,  produces  donuts,  muffins and cakes
       under a  variety  of  labels  and  operates  principally  in the  New  York
       metropolitan  area.  The  acquisition  was accounted for as a purchase and,
       accordingly,  the net assets and  results  of  operation  of Dutch Mill are
       included in the company's  consolidated financial statements since the date
       of  acquisition.  The  excess of the total  acquisition  cost over the fair
       value of net assets acquired of  approximately  $345,000 is being amortized
       on a straight line basis over fifteen years. The pro forma results, had the
       acquisition  occurred at the  beginning of fiscal year 1994 or 1995,  would
       not have had a significant impact on the company's  consolidated results of
       operations.
  
  2.   Severance  and  Restructure  Charges - In the second  quarter of 1995,  the
       company incurred  severance costs of $950,000  resulting in a charge to net
       income of  $550,000  or $.09 per  share  after  related  tax  benefit.  The
       severance  charge  resulted  from changes in certain  management  positions
       during  the  second  quarter  of  1995.   The  management   positions  were
       established  in  connection  with a  Restructuring  Program  (the  Program)
       implemented in 1994.
  
       In the second  quarter of 1994,  the company  completed  the  Program.  The
       Program was designed to enhance overall  competitiveness,  productivity and
       efficiency in a highly competitive  marketplace.  The Program resulted in a
       charge  against  second  quarter 1994 earnings of  $1,240,000  which had an
       after-tax  effect of  $719,200  or $.12 per share.  Included in this charge
       were the costs  associated with workforce  reductions and  realignments and
       severance pay.
  
  3.   Decrease  in Net  Deferred  Tax  Assets  Due to Change in Tax Rate - In the
       third  quarter of 1995,  under the  provisions  of  Statement  of Financial
       Accounting  Standards No. 109 - "Accounting for Income Taxes",  the company
       was  required to record a noncash  charge to net income of $550,868 or $.09
       per  share.  This  charge  resulted  from a  remeasuring  of the  company's
       deferred tax asset and liability  accounts as a result of a decrease in the
       Pennsylvania   Corporate   Net  Income  Tax  rate  from  11.99%  to  9.99%,
       retroactive to January 1, 1995.
  
  4.   Interim  Financial  Information  -  In  the  opinion  of  management,   the
       accompanying  unaudited consolidated condensed financial statements contain
       all  adjustments  (consisting of normal  recurring  accruals)  necessary to
       present  fairly the  financial  position of the company as of September 30,
       1995,  and  December  31,  1994 and the results of its  operations  for the
       thirteen and thirty-nine weeks ended September 30, 1995 and October 1, 1994
       and cash flows for the  thirty-nine  weeks  ended  September  30,  1995 and
       October  1,  1994.  These  unaudited   consolidated   condensed   financial
       statements  should be read in conjunction with the  consolidated  financial
       statements  and footnotes  thereto in the  company's  1994 Annual Report to
       Shareholders.  In addition,  the results of operations for the  thirty-nine
       weeks  ended  September  30,  1995 are not  necessarily  indicative  of the
       results to be expected for the full year.
  
       Advertising  expenses  and  certain  other  expense  items are  charged  to
       operations in the year incurred.  However,  for interim reporting  purposes
       the  expenses  are  charged  to  operations  on a  pro-rata  basis over the
       company's accounting periods. For the thirty-nine weeks ended September 30,
       1995 and  October 1,  1994,  the  difference  between  the actual  expenses
       incurred and the expenses charged to operations was not significant.
  
  5.   Earnings Per Share - Per share  amounts are based on the  weighted  average
       number of common  shares  and  equivalent  shares  outstanding  during  the
       quarter and year to date.
  
                                    Page 6 of 10
  Item 2.               MANAGEMENT'S DISCUSSION AND ANALYSIS 
                  OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  
  For the third quarter of 1995, the company  realized  consolidated net income of
  $274,075  or $.04 per share  versus  $1,042,058  or $.17 per share for the third
  quarter of 1994. Included in the 1995 results was a noncash charge to net income
  of $550,868 or $.09 per share.  This charge  resulted from a remeasuring  of the
  company's  deferred tax asset and liability accounts in accordance with SFAS No.
  109 due to a 2%  decrease  in the  Pennsylvania  Corporate  Net Income Tax rate,
  retroactive  to January 1, 1995.  Further  impacting the company's  consolidated
  operating  results was the  acquisition  on August 29, 1995 of Dutch Mill Baking
  Company,  Inc.  (Dutch Mill) which reduced the third  quarter 1995  consolidated
  operating  results by  $124,706  or $.02 per share.  On a  comparable  operating
  basis,   excluding  the  effects  of  the  adjustment  for  the  change  in  the
  Pennsylvania  Corporate  Net  Income  Tax rate and the Dutch  Mill  acquisition,
  operating  earnings were $949,649 or $.15 per share in the third quarter of 1995
  compared to $1,042,058 or $.17 per share in the third quarter of 1994.
  
  For the  thirty-nine  weeks ended  September  30,  1995,  the  company  realized
  consolidated  net income of  $3,471,797  or $.56 per share versus  $3,951,945 or
  $.64 per share for the  comparable  period in 1994.  On a  comparable  operating
  basis,  excluding the effects of the  adjustment  for the state tax rate change,
  the charges  associated with the acquisition of Dutch Mill and the net effect of
  severance and  restructure  charges,  the comparable  operating  results for the
  thirty-nine  weeks ended  September  30, 1995 were  $4,697,371 or $.76 per share
  versus $4,671,145 or $.76 for the comparable period in 1994.
  
  The  severance  charge in 1995  resulted  from  changes  in  certain  management
  positions  during  the third  quarter of 1995.  The  management  positions  were
  established in connection with a restructuring  program implemented in 1994. The
  restructure charge in 1994 reflects the costs associated with this restructuring
  program,  which realigned  departments and responsibilities in every area within
  the company to enhance productivity and efficiency.
  
  Consolidated  net sales for the third  quarter of 1995 were  $33,653,747  versus
  $33,870,195 for the comparable period in 1994. This decrease was due to a slight
  decrease  in unit  sales and the costs  associated  with  increased  promotional
  activity,  which were somewhat offset by price adjustments and sales contributed
  by Dutch Mill.
  
  Cost of sales in the  third  quarter  of 1995  increased  by 6.5% over the third
  quarter of 1994.  Higher  ingredient and packaging  costs  accounted for 2.5% of
  this  increase  and in  addition,  cost of sales in the  third  quarter  of 1995
  includes  approximately  $794,000 in shipping case costs, while in 1994 shipping
  case costs of approximately  $636,000 are reflected in operating expenses.  This
  change in  classification  was done as a result of a change in operating  policy
  that treats shipping cases as completely disposable items.
  
  The decrease in interest  expense for the third quarter of 1995 versus the third
  quarter of 1994 was the result of lower average  borrowing levels only partially
  offset by higher average interest rates.
  
  The  increase  in other  income,  net was  primarily  due to an  increase in the
  amortization of the gain on sale of distribution routes.
  
  The  effective  tax rates on  consolidated  net  income for the  quarters  ended
  September 30, 1995 and October 1, 1994 were 78.0% and 38.9%, respectively, which
  compares  to a federal  statutory  rate of 34%.  The  principal  reasons for the
  difference  between the effective  rates and the statutory rate in 1995 and 1994
  was the  effect  of state  income  taxes.  In the  third  quarter  of  1995,  in
  accordance with SFAS No. 109, the company recorded a noncash charge of $550,868.
  This charge,  which  increased the  provision for income taxes,  resulted from a
  remeasuring of the company's  deferred tax asset and liability accounts due to a
  reduction in the state income tax rate.
  
                                    Page 7 of 10
  Financial Condition
  
  The company has  consistently  demonstrated  the ability to generate  sufficient
  cash for working capital from operations.  Bank borrowings,  under various lines
  of credit arrangements,  are used to supplement cash flow from operations during
  periods of cyclical shortages.
  
  For the  thirty-nine  weeks ended  September 30, 1995,  net cash from  operating
  activities   decreased  by  $363,205  to  $7,679,925  from  $8,043,130  for  the
  comparable  period in 1994.  Net cash from  operating  activities was negatively
  impacted  by changes  in working  capital,  particularly  a decrease  in accrued
  taxes, relative to the same period in 1994.
  
  Net cash used for investing activities for the thirty-nine weeks ended September
  30, 1995  increased by $631,215 from the comparable  period in 1994  principally
  due to an increase in the purchase of property,  plant and  equipment.  Net cash
  used for  financing  activities  decreased  by  $1,140,936  relative to the same
  period in 1994.  This  decrease  is  primarily  the result of a decrease  in the
  repayment of short and long term debt of $1,324,723 relative to the prior year.
  
  For the  remainder  of  1995,  the  company  anticipates  that  cash  flow  from
  operations,  along  with the  continued  availability  of bank  lines of credit,
  revolving  credit  agreements  and  other  long-term  financing,   will  provide
  sufficient cash to meet operating and financing requirements.
  
                                    Page 8 of 10
  Item 6.  Exhibits and Reports on Form 8-K.
  
          (a)  Exhibits: Exhibit 27 - Financial Data Schedule
  
          (b)  Reports on Form 8-K
  
               The  registrant  did not  file a  report  on Form  8-K  during  the
               thirteen weeks ended September 30, 1995.
  
                                   EXHIBIT INDEX
  
                        Exhibit 27 - Financial Data Schedule
  
                                    Page 9 of 10
  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.
  
                                                 TASTY BAKING COMPANY 
                                               ---------------------------------
                                                     (Registrant)
  
  Date:    November 10, 1995                   /s/ John M. Pettine
       -----------------------                 ---------------------------------
                                                  John M. Pettine
                                                Vice President and
                                              Chief Financial Officer
                                     (Principal Financial and Accounting Officer)
  
                                   Page 10 of 10