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 thirteen weeks ended March 30, 1996
  
  ( ) 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)
  
  
                                   (215) 221-8500
                (Registrant's Telephone Number, including area code)
  
  Indicate by check mark whether the registrant (1) has filed all reports required
  to be filed by  Section  13 or (15(d)  of the  Securities  Exchange  Act of 1934
  during the preceding 12 months (or for such shorter  period that the  registrant
  was  required  to file such  reports),  and (2) has been  subject to such filing
  requirements for the past 90 days.
  
            Yes X                                               No
  
                        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                                 6,184,850
  (Title of Class)                                    (No. of Shares Outstanding
                                                               at March 30, 1996)
  
                    INDEX OF EXHIBITS IS LOCATED ON PAGE 9 OF 10.
  
                                       1 of 10
  
  <PAGE>
  
                        TASTY BAKING COMPANY AND SUBSIDIARIES
  
                                        INDEX
  
                                                                     Page
  PART I.       FINANCIAL INFORMATION
  
  Item 1.       Financial Statements
  
                Consolidated Condensed Balance Sheets
                March 30, 1996 and December 30, 1995...................3
  
                Consolidated Statements of Operations
                Thirteen weeks ended March 30, 1996 and 
                April 1, 1995..........................................4
  
                Consolidated Condensed Statements of 
                Cash Flows Thirteen Weeks Ended March 30, 
                1996 and April 1, 1995.................................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
  
                                       2 of 10
  
  <PAGE>
  
  PART I.       FINANCIAL INFORMATION
  Item 1.       Financial Statements
  
                        TASTY BAKING COMPANY AND SUBSIDIARIES
                        CONSOLIDATED CONDENSED BALANCE SHEETS
                                     (unaudited)
  <TABLE>
  <CAPTION>
  
                                                                               March 30, 1996             December 30, 1995
  
  <S>                                                                        <C>                          <C>              
  Current assets:
       Cash                                                                  $          135,427           $          85,104
       Accounts and notes receivable, net of
         allowance for doubtful accounts                                             20,113,296                  18,630,903
       Inventories:
         Raw materials                                                                2,189,758                   2,202,682
         Work in progress                                                               546,069                     593,416
         Finished goods                                                                 598,190                     467,184
                                                                             ------------------           -----------------
                                                                                      3,334,017                   3,263,282
       Deferred income taxes, prepayments and other                                   3,126,586                   3,349,314
                                                                             ------------------           -----------------
         Total current assets                                                        26,709,326                  25,328,603
                                                                             ------------------           -----------------
  Property, plant and equipment:                                                    127,367,858                 126,870,388
       Less accumulated depreciation                                                 93,069,704                  91,230,770
                                                                             ------------------           -----------------
                                                                                     34,298,154                  35,639,618
                                                                             ------------------           -----------------
  Long-term receivables                                                              10,845,297                  11,074,974
                                                                             ------------------           -----------------
  Deferred income taxes                                                               9,720,541                   9,720,541
                                                                             ------------------           -----------------
  Miscellaneous assets and deferred charges                                           3,462,145                   3,539,247
                                                                             ------------------           -----------------
  Total assets                                                               $       85,035,463           $      85,302,983
                                                                             ==================           =================
  Current liabilities:
       Current portion of long-term debt                                     $          127,720           $         127,720
       Current obligations under capital leases                                         525,703                     513,159
       Notes payable, banks                                                                  --                     700,000
       Accounts payable                                                               4,499,556                   4,699,747
       Accrued liabilities                                                            5,805,192                   5,344,162
       Accrued income taxes                                                             242,449                          --
                                                                             ------------------           -----------------
          Total current liabilities                                                  11,200,620                  11,384,788
                                                                             ------------------           -----------------
  Long-term debt, less current portion                                                4,512,326                   4,576,385
                                                                             ------------------           -----------------
  Long-term obligations under capital leases,
       less current portion                                                           1,513,078                   1,653,134
                                                                             ------------------           -----------------
  Accrued pensions and other liabilities                                             12,623,212                  13,129,760
                                                                             ------------------           -----------------
  Postretirement benefits other than pensions                                        18,865,640                  18,620,763
                                                                             ------------------           -----------------
  Shareholders' equity:
       Common stock                                                                   3,644,544                   3,644,544
       Capital in excess of par value of stock                                       29,662,330                  29,662,330
       Retained earnings                                                             19,779,319                  19,425,849
                                                                             ------------------           -----------------
                                                                                     53,086,193                  52,732,723
       Less:
       Treasury stock, at cost                                                       16,364,757                  16,364,757
       Management Stock Purchase Plan
         receivables and deferrals                                                      400,849                     429,813
                                                                             ------------------           -----------------
                                                                                     36,320,587                  35,938,153
                                                                             ------------------           -----------------
  Total liabilities and shareholders' equity                                 $       85,035,463           $      85,302,983
                                                                             ==================           =================
  
  </TABLE>
  
  
  See accompanying notes to consolidated condensed financial statements.
  
                                       3 of 10
  
  <PAGE>
  
  
  
                        TASTY BAKING COMPANY AND SUBSIDIARIES
                   CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                     (unaudited)
  
  <TABLE>
  <CAPTION>
  
                                                                                     For the Thirteen Weeks Ended
                                                                               March 30, 1996               April 1, 1995
  
  
  <S>                                                                        <C>                          <C>              
  Net sales                                                                  $       35,943,609           $      37,064,267
                                                                             ------------------           -----------------
  
  Costs and expenses:
       Cost of sales                                                                 22,817,332                  23,153,106
  
       Depreciation                                                                   1,838,798                   1,884,144
  
       Selling, general and administrative                                            9,631,571                   9,370,648
  
       Interest expense                                                                 128,526                     164,908
  
       Other income, net                                                               (453,572)                   (907,545)
                                                                             ------------------           -----------------
  
                                                                                     33,962,655                  33,665,261
                                                                             ------------------           -----------------
  
  Income before provision for income taxes                                            1,980,954                   3,399,006
  
  Provision for income taxes                                                            761,605                   1,428,130
                                                                             ------------------           -----------------
  
  Net income                                                                 $        1,219,349           $       1,970,876
                                                                             ==================           =================
  
  
  Average common shares outstanding                                                   6,184,850                   6,148,975
  
  
  
  Per share of common stock:
  
       Net income                                                                          $.20                        $.32
                                                                             ==================           =================
  
       Cash dividend                                                                       $.14                        $.14
                                                                             ==================           =================
  
  </TABLE>
  
  See accompanying notes to consolidated condensed financial statements.
  
                                       4 of 10
  
  <PAGE>
  
                        TASTY BAKING COMPANY AND SUBSIDIARIES
                   CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                     (unaudited)
  <TABLE>
  <CAPTION>
  
                                                                                     For the Thirteen Weeks Ended
                                                                               March 30, 1996               April 1, 1995
  
  
  
  <S>                                                                        <C>                          <C>              
  Cash flows from (used for) operating activities
       Net income                                                            $        1,219,349           $       1,970,876
       Adjustments to reconcile net income to net
        cash provided by operating activities:
           Depreciation                                                               1,838,798                   1,884,144
           Amortization                                                                  12,691                      13,614
           Deferred taxes                                                                    --                     222,500
           Other                                                                       (184,882)                     82,648
       Changes in assets and liabilities
        affecting operations                                                           (827,113)                 (1,106,044
                                                                             ------------------           -----------------
  
       Net cash from operating activities                                             2,058,843                   3,067,738
                                                                             ------------------           -----------------
  
  Cash flows from (used for) investing activities
       Proceeds from owner/operators' loan repayments                                 1,065,209                     924,200
       Purchase of property, plant and equipment                                       (497,334)                 (1,411,797)
       Loans to owner/operators                                                        (838,338)                   (981,968)
       Other                                                                             19,392                      54,268
                                                                             ------------------           -----------------
  
       Net cash used for investing activities                                          (251,071)                 (1,415,297)
                                                                             ------------------           -----------------
  
  Cash flows used for financing activities
       Dividends paid                                                                  (865,879)                   (859,043)
       Payment of long-term debt                                                       (191,570)                   (158,459)
       Net decrease in short-term debt                                                 (700,000)                   (500,000)
                                                                             ------------------           -----------------
  
       Net cash used for financing activities                                        (1,757,449)                 (1,517,502)
                                                                             ------------------           -----------------
  
       Net increase in cash                                                              50,323                     134,939
  
       Cash, beginning of year                                                           85,104                     147,251
                                                                             ------------------           -----------------
  
       Cash, end of period                                                   $          135,427           $         282,190
                                                                             ==================           =================
  
  
       Supplemental Cash Flow Information:
       Cash paid during the period for:
           Interest                                                          $          133,349           $         161,573
                                                                             ==================           =================
           Income taxes                                                      $          115,099           $         519,742
                                                                             ==================           =================
  
  </TABLE>
  
  
  See accompanying notes to consolidated condensed financial statements.
  
                                       5 of 10
  
  <PAGE>
  
  
  
                        TASTY BAKING COMPANY AND SUBSIDIARIES
                NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  
  1.     Manufacturing Facility
         On April 4, 1996,  the company  announced  the signing of an agreement to
         acquire a 160,000 square foot  manufacturing  facility located in Oxford,
         Pennsylvania.  The  terms of this  agreement  have  not  been  disclosed,
         pending the  anticipated  final  settlement of this  transaction in June,
         1996.
  
  2.     Purchase of Subsidiary
         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  operations 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  $304,000  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
         1995,  would  not  have  had  a  significant   impact  on  the  company's
         consolidated results of operations.
  
  3.     Interim Financial Information
         In the opinion of management,  the  accompanying  unaudited  consolidated
         condensed  financial  statements  contain all adjustments  (consisting of
         only normal recurring accruals) necessary to present fairly the financial
         position of the company as of March 30,  1996 and  December  30, 1995 and
         the results of its operations for the thirteen weeks ended March 30, 1996
         and April 1, 1995 and cash flows for the  thirteen  weeks ended March 30,
         1996 and April 1, 1995. These unaudited  consolidated condensed financial
         statements should be read in conjunction with the consolidated  financial
         statements  and footnotes  thereto in the company's 1995 Annual Report to
         Shareholders.  In addition,  the results of  operations  for the thirteen
         weeks ended March 30, 1996 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 thirteen weeks ended March 30, 1996
         and April 1, 1995, the difference  between the actual  expenses  incurred
         and the expenses charged to operations was not significant.
  
  4.     Earnings Per Share
         Per share  amounts  are based on the  weighted  average  number of common
         shares and equivalent shares outstanding during the quarter.
  
                                       6 of 10
  
  <PAGE>
  
  
  
                        TASTY BAKING COMPANY AND SUBSIDIARIES
  
  Item 2.       Management's Discussion and Analysis of Financial Condition
                and Results of Operations
  
  Results of Operations
  
  For the first  quarter of 1996,  the company  realized net income of  $1,219,349
  versus  $1,970,876 for the first quarter of 1995. Net income per share decreased
  to $.20 from $.32 per share for the comparable  quarter of 1995. Results for the
  first  quarter of 1995,  however,  include  amortization  of the gain on sale of
  company  routes which  increased net income by $254,269 or $.04 per share.  This
  gain became fully  amortized in 1995.  Thus, on a comparable  basis,  net income
  decreased  to  $1,219,349  or $.20 per share for the first  quarter of 1996 from
  $1,716,607 or $.28 per share for the first quarter of 1995.
  
  In the  first  quarter  of 1996,  net sales  decreased  3% to  $35,943,609  from
  $37,064,267 in the first quarter of 1995. On a comparable  basis,  excluding the
  net sales contributed by Dutch Mill Baking Company,  Inc. (Dutch Mill) which was
  acquired in August,  1995, net sales decreased $2,075,363 or 5.6% from the first
  quarter of 1995. The decrease in net sales is attributable to a decrease in unit
  volume  which was  caused  by the  continuing  soft  economy  in the snack  cake
  industry combined with the anticipated effects of a price increase in the fourth
  quarter of 1995.  In addition,  the  blizzard in January,  1996 forced a two day
  bakery shutdown which resulted in lost unit sales.
  
  Cost of sales as a  percentage  of net  sales  was 63.5% and 62.5% for the first
  quarters of 1996 and 1995,  respectively.  The  decrease in gross margin in 1996
  resulted from  increases in the prices of ingredients  and packaging  which were
  somewhat  offset by the fourth quarter 1995 price  increase.  The acquisition of
  Dutch  Mill did not have a  significant  impact  on gross  margin  for the first
  quarter of 1996.
  
  Selling,  general  and  administrative  expenses  for the first  quarter of 1996
  increased by $260,923 or 1.5% over the comparable period in 1995.  Excluding the
  effects of Dutch Mill,  selling,  general and administrative  expenses decreased
  approximately 1% due to the company's ongoing cost reduction efforts.
  
  The decrease in interest  expense for the first quarter of 1996 versus the first
  quarter of 1995 was the result of lower average debt and lower average  interest
  rates.
  
  The decrease in other  income,  net for the first quarter of 1996 was the result
  of the amortization of the gain on sale of company routes which was completed in
  the fourth quarter of 1995.
  
  The effective tax rates on net income for the quarters  ended March 30, 1996 and
  April 1, 1995 were 38.5% and 42%, which compares to a federal  statutory rate of
  34%. The principle reason for the difference between the effective rates and the
  statutory rate in 1996 and 1995 was the effect of state income taxes.
  
                                       7 of 10
  
  <PAGE>
  
  Results of Operations (continued)
  
  In October,  1995, the Financial  Accounting Standards Board issued Statement of
  Financial  Accounting  Standards  (SFAS) No. 123,  "Accounting  for  Stock-Based
  Compensation."  SFAS No. 123  requires  companies  to adopt its  provisions  for
  fiscal  years  beginning  after  December  15,  1995.  SFAS No. 123  established
  accounting  standards  requiring  the  calculation  of expense for stock options
  based on an option  pricing  model,  but it also allows the continued use of the
  intrinsic value based method of accounting  prescribed by Accounting  Principles
  Board  (APB)  Opinion  No. 25. The company has decided to continue to follow the
  accounting method outlined in APB No. 25. Accordingly,  the company will present
  the pro-forma  disclosures of net income and earnings per share required by SFAS
  No. 123 in its 1996 Annual Report to Shareholders.
  
  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 thirteen weeks ended March 30, 1996, net cash from operating  activities
  decreased by  $1,008,895 to $2,058,843  from  $3,067,738  for the same period in
  1995.  Net cash from  operating  activities for the quarter ended March 30, 1996
  was negatively  impacted by a decrease in net income and deferred taxes relative
  to the comparable quarter in 1995.
  
  Net  cash  used  for  investing  activities  decreased  by  $1,164,226  from the
  comparable  quarter in 1995  principally  due to a decrease in  expenditures  on
  property,  plant and equipment. Net cash used for financing activities increased
  by $239,947  relative to the same period in 1995. This increase is primarily the
  result of a further  reduction in short and long-term debt of $233,111  relative
  to the prior year.
  
  For  the  remainder  of  1996  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.
  
                                       8 of 10
  
  <PAGE>
  
                        TASTY BAKING COMPANY AND SUBSIDIARIES
  
  PART II.      OTHER INFORMATION
  
  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 March 30, 1996.
  
                                    Exhibit Index
  
                        Exhibit 27 - Financial Data Schedule
  
                                       9 of 10
  
  <PAGE>
  
                        TASTY BAKING COMPANY AND SUBSIDIARIES
  
                                     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)
  
  
  
   May 10, 1996
     (Date)                                         JOHN M. PETTINE
                                                  VICE PRESIDENT AND
                                               CHIEF FINANCIAL OFFICER
                                     (PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)
  
                                      10 of 10
metadata_documents: [{"type": "10-Q", "sequence": "1", "secsgml_size_bytes": 28548}]
metadata_filer: {"company-data": {"conformed-name": "TASTY BAKING CO", "cik": "0000096412", "assigned-sic": "2050", "irs-number": "231145880", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "10-Q", "act": "34", "file-number": "001-05084", "film-number": "96561417"}, "business-address": {"street1": "2801 HUNTING PARK AVE", "city": "PHILADELPHIA", "state": "PA", "zip": "19129", "phone": "2152218500"}, "mail-address": {"street1": "3413 FOX ST", "city": "PHILADELPHIA", "state": "PA", "zip": "19129"}}
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 thirteen weeks ended March 30, 1996
  
  ( ) 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)
  
                                   (215) 221-8500
                (Registrant's Telephone Number, including area code)
  
  Indicate by check mark whether the registrant (1) has filed all reports required
  to be filed by  Section  13 or (15(d)  of the  Securities  Exchange  Act of 1934
  during the preceding 12 months (or for such shorter  period that the  registrant
  was  required  to file such  reports),  and (2) has been  subject to such filing
  requirements for the past 90 days.
  
            Yes X                                               No
  
                        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                                 6,184,850
  (Title of Class)                                    (No. of Shares Outstanding
                                                               at March 30, 1996)
  
                    INDEX OF EXHIBITS IS LOCATED ON PAGE 9 OF 10.
  
                                       1 of 10
  TASTY BAKING COMPANY AND SUBSIDIARIES
  
                                        INDEX
  
                                                                     Page
  PART I.       FINANCIAL INFORMATION
  
  Item 1.       Financial Statements
  
                Consolidated Condensed Balance Sheets
                March 30, 1996 and December 30, 1995...................3
  
                Consolidated Statements of Operations
                Thirteen weeks ended March 30, 1996 and 
                April 1, 1995..........................................4
  
                Consolidated Condensed Statements of 
                Cash Flows Thirteen Weeks Ended March 30, 
                1996 and April 1, 1995.................................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
  
                                       2 of 10
  PART I.       FINANCIAL INFORMATION
  Item 1.       Financial Statements
  
                        TASTY BAKING COMPANY AND SUBSIDIARIES
                        CONSOLIDATED CONDENSED BALANCE SHEETS
                                     (unaudited)
  March 30, 1996             December 30, 1995
  Current assets:
       Cash                                                                  $          135,427           $          85,104
       Accounts and notes receivable, net of
         allowance for doubtful accounts                                             20,113,296                  18,630,903
       Inventories:
         Raw materials                                                                2,189,758                   2,202,682
         Work in progress                                                               546,069                     593,416
         Finished goods                                                                 598,190                     467,184
                                                                             ------------------           -----------------
                                                                                      3,334,017                   3,263,282
       Deferred income taxes, prepayments and other                                   3,126,586                   3,349,314
                                                                             ------------------           -----------------
         Total current assets                                                        26,709,326                  25,328,603
                                                                             ------------------           -----------------
  Property, plant and equipment:                                                    127,367,858                 126,870,388
       Less accumulated depreciation                                                 93,069,704                  91,230,770
                                                                             ------------------           -----------------
                                                                                     34,298,154                  35,639,618
                                                                             ------------------           -----------------
  Long-term receivables                                                              10,845,297                  11,074,974
                                                                             ------------------           -----------------
  Deferred income taxes                                                               9,720,541                   9,720,541
                                                                             ------------------           -----------------
  Miscellaneous assets and deferred charges                                           3,462,145                   3,539,247
                                                                             ------------------           -----------------
  Total assets                                                               $       85,035,463           $      85,302,983
                                                                             ==================           =================
  Current liabilities:
       Current portion of long-term debt                                     $          127,720           $         127,720
       Current obligations under capital leases                                         525,703                     513,159
       Notes payable, banks                                                                  --                     700,000
       Accounts payable                                                               4,499,556                   4,699,747
       Accrued liabilities                                                            5,805,192                   5,344,162
       Accrued income taxes                                                             242,449                          --
                                                                             ------------------           -----------------
          Total current liabilities                                                  11,200,620                  11,384,788
                                                                             ------------------           -----------------
  Long-term debt, less current portion                                                4,512,326                   4,576,385
                                                                             ------------------           -----------------
  Long-term obligations under capital leases,
       less current portion                                                           1,513,078                   1,653,134
                                                                             ------------------           -----------------
  Accrued pensions and other liabilities                                             12,623,212                  13,129,760
                                                                             ------------------           -----------------
  Postretirement benefits other than pensions                                        18,865,640                  18,620,763
                                                                             ------------------           -----------------
  Shareholders' equity:
       Common stock                                                                   3,644,544                   3,644,544
       Capital in excess of par value of stock                                       29,662,330                  29,662,330
       Retained earnings                                                             19,779,319                  19,425,849
                                                                             ------------------           -----------------
                                                                                     53,086,193                  52,732,723
       Less:
       Treasury stock, at cost                                                       16,364,757                  16,364,757
       Management Stock Purchase Plan
         receivables and deferrals                                                      400,849                     429,813
                                                                             ------------------           -----------------
                                                                                     36,320,587                  35,938,153
                                                                             ------------------           -----------------
  Total liabilities and shareholders' equity                                 $       85,035,463           $      85,302,983
                                                                             ==================           =================
  See accompanying notes to consolidated condensed financial statements.
  
                                       3 of 10
  TASTY BAKING COMPANY AND SUBSIDIARIES
                   CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                     (unaudited)
  For the Thirteen Weeks Ended
                                                                               March 30, 1996               April 1, 1995
  Net sales                                                                  $       35,943,609           $      37,064,267
                                                                             ------------------           -----------------
  
  Costs and expenses:
       Cost of sales                                                                 22,817,332                  23,153,106
  
       Depreciation                                                                   1,838,798                   1,884,144
  
       Selling, general and administrative                                            9,631,571                   9,370,648
  
       Interest expense                                                                 128,526                     164,908
  
       Other income, net                                                               (453,572)                   (907,545)
                                                                             ------------------           -----------------
  
                                                                                     33,962,655                  33,665,261
                                                                             ------------------           -----------------
  
  Income before provision for income taxes                                            1,980,954                   3,399,006
  
  Provision for income taxes                                                            761,605                   1,428,130
                                                                             ------------------           -----------------
  
  Net income                                                                 $        1,219,349           $       1,970,876
                                                                             ==================           =================
  
  Average common shares outstanding                                                   6,184,850                   6,148,975
  
  Per share of common stock:
  
       Net income                                                                          $.20                        $.32
                                                                             ==================           =================
  
       Cash dividend                                                                       $.14                        $.14
                                                                             ==================           =================
  See accompanying notes to consolidated condensed financial statements.
  
                                       4 of 10
  TASTY BAKING COMPANY AND SUBSIDIARIES
                   CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                     (unaudited)
  For the Thirteen Weeks Ended
                                                                               March 30, 1996               April 1, 1995
  Cash flows from (used for) operating activities
       Net income                                                            $        1,219,349           $       1,970,876
       Adjustments to reconcile net income to net
        cash provided by operating activities:
           Depreciation                                                               1,838,798                   1,884,144
           Amortization                                                                  12,691                      13,614
           Deferred taxes                                                                    --                     222,500
           Other                                                                       (184,882)                     82,648
       Changes in assets and liabilities
        affecting operations                                                           (827,113)                 (1,106,044
                                                                             ------------------           -----------------
  
       Net cash from operating activities                                             2,058,843                   3,067,738
                                                                             ------------------           -----------------
  
  Cash flows from (used for) investing activities
       Proceeds from owner/operators' loan repayments                                 1,065,209                     924,200
       Purchase of property, plant and equipment                                       (497,334)                 (1,411,797)
       Loans to owner/operators                                                        (838,338)                   (981,968)
       Other                                                                             19,392                      54,268
                                                                             ------------------           -----------------
  
       Net cash used for investing activities                                          (251,071)                 (1,415,297)
                                                                             ------------------           -----------------
  
  Cash flows used for financing activities
       Dividends paid                                                                  (865,879)                   (859,043)
       Payment of long-term debt                                                       (191,570)                   (158,459)
       Net decrease in short-term debt                                                 (700,000)                   (500,000)
                                                                             ------------------           -----------------
  
       Net cash used for financing activities                                        (1,757,449)                 (1,517,502)
                                                                             ------------------           -----------------
  
       Net increase in cash                                                              50,323                     134,939
  
       Cash, beginning of year                                                           85,104                     147,251
                                                                             ------------------           -----------------
  
       Cash, end of period                                                   $          135,427           $         282,190
                                                                             ==================           =================
  
       Supplemental Cash Flow Information:
       Cash paid during the period for:
           Interest                                                          $          133,349           $         161,573
                                                                             ==================           =================
           Income taxes                                                      $          115,099           $         519,742
                                                                             ==================           =================
  See accompanying notes to consolidated condensed financial statements.
  
                                       5 of 10
  TASTY BAKING COMPANY AND SUBSIDIARIES
                NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  
  1.     Manufacturing Facility
         On April 4, 1996,  the company  announced  the signing of an agreement to
         acquire a 160,000 square foot  manufacturing  facility located in Oxford,
         Pennsylvania.  The  terms of this  agreement  have  not  been  disclosed,
         pending the  anticipated  final  settlement of this  transaction in June,
         1996.
  
  2.     Purchase of Subsidiary
         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  operations 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  $304,000  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
         1995,  would  not  have  had  a  significant   impact  on  the  company's
         consolidated results of operations.
  
  3.     Interim Financial Information
         In the opinion of management,  the  accompanying  unaudited  consolidated
         condensed  financial  statements  contain all adjustments  (consisting of
         only normal recurring accruals) necessary to present fairly the financial
         position of the company as of March 30,  1996 and  December  30, 1995 and
         the results of its operations for the thirteen weeks ended March 30, 1996
         and April 1, 1995 and cash flows for the  thirteen  weeks ended March 30,
         1996 and April 1, 1995. These unaudited  consolidated condensed financial
         statements should be read in conjunction with the consolidated  financial
         statements  and footnotes  thereto in the company's 1995 Annual Report to
         Shareholders.  In addition,  the results of  operations  for the thirteen
         weeks ended March 30, 1996 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 thirteen weeks ended March 30, 1996
         and April 1, 1995, the difference  between the actual  expenses  incurred
         and the expenses charged to operations was not significant.
  
  4.     Earnings Per Share
         Per share  amounts  are based on the  weighted  average  number of common
         shares and equivalent shares outstanding during the quarter.
  
                                       6 of 10
  TASTY BAKING COMPANY AND SUBSIDIARIES
  
  Item 2.       Management's Discussion and Analysis of Financial Condition
                and Results of Operations
  
  Results of Operations
  
  For the first  quarter of 1996,  the company  realized net income of  $1,219,349
  versus  $1,970,876 for the first quarter of 1995. Net income per share decreased
  to $.20 from $.32 per share for the comparable  quarter of 1995. Results for the
  first  quarter of 1995,  however,  include  amortization  of the gain on sale of
  company  routes which  increased net income by $254,269 or $.04 per share.  This
  gain became fully  amortized in 1995.  Thus, on a comparable  basis,  net income
  decreased  to  $1,219,349  or $.20 per share for the first  quarter of 1996 from
  $1,716,607 or $.28 per share for the first quarter of 1995.
  
  In the  first  quarter  of 1996,  net sales  decreased  3% to  $35,943,609  from
  $37,064,267 in the first quarter of 1995. On a comparable  basis,  excluding the
  net sales contributed by Dutch Mill Baking Company,  Inc. (Dutch Mill) which was
  acquired in August,  1995, net sales decreased $2,075,363 or 5.6% from the first
  quarter of 1995. The decrease in net sales is attributable to a decrease in unit
  volume  which was  caused  by the  continuing  soft  economy  in the snack  cake
  industry combined with the anticipated effects of a price increase in the fourth
  quarter of 1995.  In addition,  the  blizzard in January,  1996 forced a two day
  bakery shutdown which resulted in lost unit sales.
  
  Cost of sales as a  percentage  of net  sales  was 63.5% and 62.5% for the first
  quarters of 1996 and 1995,  respectively.  The  decrease in gross margin in 1996
  resulted from  increases in the prices of ingredients  and packaging  which were
  somewhat  offset by the fourth quarter 1995 price  increase.  The acquisition of
  Dutch  Mill did not have a  significant  impact  on gross  margin  for the first
  quarter of 1996.
  
  Selling,  general  and  administrative  expenses  for the first  quarter of 1996
  increased by $260,923 or 1.5% over the comparable period in 1995.  Excluding the
  effects of Dutch Mill,  selling,  general and administrative  expenses decreased
  approximately 1% due to the company's ongoing cost reduction efforts.
  
  The decrease in interest  expense for the first quarter of 1996 versus the first
  quarter of 1995 was the result of lower average debt and lower average  interest
  rates.
  
  The decrease in other  income,  net for the first quarter of 1996 was the result
  of the amortization of the gain on sale of company routes which was completed in
  the fourth quarter of 1995.
  
  The effective tax rates on net income for the quarters  ended March 30, 1996 and
  April 1, 1995 were 38.5% and 42%, which compares to a federal  statutory rate of
  34%. The principle reason for the difference between the effective rates and the
  statutory rate in 1996 and 1995 was the effect of state income taxes.
  
                                       7 of 10
  Results of Operations (continued)
  
  In October,  1995, the Financial  Accounting Standards Board issued Statement of
  Financial  Accounting  Standards  (SFAS) No. 123,  "Accounting  for  Stock-Based
  Compensation."  SFAS No. 123  requires  companies  to adopt its  provisions  for
  fiscal  years  beginning  after  December  15,  1995.  SFAS No. 123  established
  accounting  standards  requiring  the  calculation  of expense for stock options
  based on an option  pricing  model,  but it also allows the continued use of the
  intrinsic value based method of accounting  prescribed by Accounting  Principles
  Board  (APB)  Opinion  No. 25. The company has decided to continue to follow the
  accounting method outlined in APB No. 25. Accordingly,  the company will present
  the pro-forma  disclosures of net income and earnings per share required by SFAS
  No. 123 in its 1996 Annual Report to Shareholders.
  
  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 thirteen weeks ended March 30, 1996, net cash from operating  activities
  decreased by  $1,008,895 to $2,058,843  from  $3,067,738  for the same period in
  1995.  Net cash from  operating  activities for the quarter ended March 30, 1996
  was negatively  impacted by a decrease in net income and deferred taxes relative
  to the comparable quarter in 1995.
  
  Net  cash  used  for  investing  activities  decreased  by  $1,164,226  from the
  comparable  quarter in 1995  principally  due to a decrease in  expenditures  on
  property,  plant and equipment. Net cash used for financing activities increased
  by $239,947  relative to the same period in 1995. This increase is primarily the
  result of a further  reduction in short and long-term debt of $233,111  relative
  to the prior year.
  
  For  the  remainder  of  1996  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.
  
                                       8 of 10
  TASTY BAKING COMPANY AND SUBSIDIARIES
  
  PART II.      OTHER INFORMATION
  
  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 March 30, 1996.
  
                                    Exhibit Index
  
                        Exhibit 27 - Financial Data Schedule
  
                                       9 of 10
  TASTY BAKING COMPANY AND SUBSIDIARIES
  
                                     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)
  
   May 10, 1996
     (Date)                                         JOHN M. PETTINE
                                                  VICE PRESIDENT AND
                                               CHIEF FINANCIAL OFFICER
                                     (PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)
  
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