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 twenty-six weeks ended July 1, 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.
  
                                                Outstanding at July 1, 1995
  
  Common stock, par value $.50                        6,136,652 shares
  
  
  
  Index of exhibits is located on page 8 of 9.
  
                                    Page 1 of 9
  
  <PAGE>
  
  
                        TASTY BAKING COMPANY AND SUBSIDIARY
  
  
                                       INDEX
  
  
  
                                                                       Page Number
  Part I - Financial Information
  
  
           Item 1.  Financial Statements
  
           Consolidated Condensed Balance Sheets -
             July 1, 1995 and December 31, 1994 .............................3
  
           Consolidated Condensed Statements of Operations - 
             13 weeks and 26 Weeks Ended July 1, 1995
             and July 2, 1994 ...............................................4
  
           Consolidated Condensed Statements of Cash Flows -
             26 Weeks Ended July 1, 1995 and July 2, 1994 ...................5
  
           Notes to Consolidated Condensed Financial Statements .............6
  
           Item 2.  Management's Discussion and Analysis of
             Financial Condition and Results of Operations ..................7
  
  
  Part II - Other Information
  
  
           Item 6.  Exhibits and Reports on Form 8-K ........................8
  
           Signatures .......................................................9
  
  
                                    Page 2 of 9
  
  <PAGE>
                        TASTY BAKING COMPANY AND SUBSIDIARY
  PART I - FINANCIAL INFORMATION           CONSOLIDATED CONDENSED BALANCE SHEETS
  ITEM 1.  FINANCIAL STATEMENTS
  <TABLE>
  <CAPTION>
                                                 July 1,         Dec. 31
                                                  1995            1994
                                               (unaudited)
  <S>                                        <C>              <C>
  Current assets:
     Cash                                      $     63,306    $    147,251
    Accounts and notes receivable,
      net of allowance for
      doubtful accounts                          19,478,014      17,574,423
  
    Inventories:
      Raw materials                               1,622,760       1,657,926
      Work in progress                              606,836         633,909
      Finished goods                                688,110         645,225
                                               ------------    ------------
                                                  2,917,706       2,937,060
                                               ------------    ------------
    Deferred income taxes,
      prepayments and other                       4,227,842       3,681,528
                                               ------------    ------------
      Total current assets                       26,686,868      24,340,262
                                               ------------    ------------
  Property, plant and equipment                 124,226,856     122,001,864
  
    Less accumulated depreciation                87,634,087      84,063,636
                                               ------------    ------------
                                                 36,592,769      37,938,228
                                               ------------    ------------
  
  Long-term receivables                          10,986,348      10,872,115
                                               ------------    ------------
  Deferred income taxes                          10,385,706      10,830,705
                                               ------------    ------------
  Other assets and deferred charges               3,054,553       3,155,286
                                               ------------    ------------
  
  Total assets                                 $ 87,706,244    $ 87,136,596
                                               ============    ============
  </TABLE>
  <TABLE>
  <CAPTION>
                                                  July 1,        Dec. 31,
                                                    1995           1994
                                                (unaudited)
  <S>                                         <C>             <C>
  Current liabilities:
    Current portion of long-term debt          $    222,831    $    222,831
    Current obligations under capital leases        484,442         455,712
    Notes payable, banks                            200,000       1,800,000
    Accounts payable                              4,762,561       4,075,343
    Accrued liabilities                           5,788,059       4,552,843
    Accrued income taxes                           (206,826)        893,111
                                               ------------    ------------
      Total current liabilities                  11,251,067      11,999,840
                                               ------------    ------------
  Long-term debt, less
    current portion                               5,239,938       5,349,558
                                               ------------    ------------
  Long-term obligations under capital
    leases, less current portion                  1,916,780       2,166,293
                                               ------------    ------------
  Deferred income                                 2,317,612       3,271,268
                                               ------------    ------------
  Accrued pensions and other
    liabilities                                  12,536,582      11,691,444
                                               ------------    ------------
  Postretirement benefits
    other than pensions                          19,956,694      19,707,364
                                               ------------    ------------
    SHAREHOLDERS' EQUITY
  
  Common stock                                    3,644,544       3,644,544
  Capital in excess of par value stock           29,191,309      29,175,510
  Retained earnings                              18,708,312      17,228,764
                                               ------------    ------------
                                                 51,544,165      50,048,818
  Less:
    Treasury stock, at cost                      16,601,004      16,601,793
    Management Stock Purchase Plan
      receivables and deferrals                     455,590         496,196
                                               ------------    ------------
                                                 34,487,571      32,950,829
                                               ------------    ------------
  Total liabilities and
    shareholders' equity                       $ 87,706,244    $ 87,136,596
                                               ============    ============
  </TABLE>
  
       See accompanying notes to consolidated condensed financial statements.
  
                                    Page 3 of 9
  
  <PAGE>
  
  
                        TASTY BAKING COMPANY AND SUBSIDIARY
  
                  CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                    (Unaudited)
  
  <TABLE>
  <CAPTION>
                                                  For the 13 Weeks Ended        For the 26 Weeks Ended
                                                  ----------------------        ----------------------
  <S>                                       <C>            <C>             <C>              <C>
                                                7/01/95         7/02/94         7/01/95         7/02/94
  
  Net Sales                                  $ 36,656,188    $ 36,081,956    $ 73,720,455    $ 73,150,888
  Costs and expenses:
    Cost of sales                              23,016,442      21,645,455      46,169,548      43,851,322
    Depreciation                                1,825,788       1,781,813       3,709,932       3,571,398
    Selling, general and administrative         9,523,043      10,423,837      18,893,691      20,945,650
    Severance and restructure charges             950,000       1,240,000         950,000       1,240,000
    Interest expense                              154,159         193,178         319,067         368,173
    Other income, net                            (929,124)       (840,626)     (1,836,669)     (1,667,234)
                                             ------------    ------------    ------------    ------------
                                               34,540,308      34,443,657      68,205,569      68,309,309
                                             ------------    ------------    ------------    ------------
  
  Income before provision for income taxes      2,115,880       1,638,299       5,514,886       4,841,579
  
  Provision for income taxes                      889,034         636,976       2,317,164       1,931,692
                                             ------------    ------------    ------------    ------------
  
  Net income                                 $  1,226,846    $  1,001,323    $  3,197,722    $  2,909,887
                                             ============    ============    ============    ============
  
  Average common shares outstanding             6,139,918       6,141,989       6,143,967       6,147,466
  
  Per share of common stock:
    Net income                                      $ .20           $ .16           $ .52           $ .47
                                                    =====           =====           =====           =====
  
    Cash dividend                                   $ .14           $ .13           $ .28           $ .26
                                                    =====           =====           =====           =====
  </TABLE>
  
  
  
       See accompanying notes to consolidated condensed financial statements.
  
                                    Page 4 of 9
  
  <PAGE>
  
  
                        TASTY BAKING COMPANY AND SUBSIDIARY
  
                  CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                    (Unaudited)
  
  <TABLE>
  <CAPTION>
                                                               For the 26 Weeks Ended
  
                                                              07/01/95        07/02/94
  <S>                                                      <C>            <C>
  Cash flows from (used for) operating activities
  
  Net income                                                 $ 3,197,722    $ 2,909,887
    Adjustments to reconcile net income
     to net cash provided by operating activities:
      Depreciation                                             3,709,932      3,571,398
      Amortization                                                26,943         31,334
      Deferred taxes                                             444,999        398,276
      Other                                                      199,202        198,658
    Changes in assets and liabilities affecting operations    (1,608,054)      (826,468)
                                                             -----------    -----------
  
    Net cash from operating activities                         5,970,744      6,283,085
                                                             -----------    -----------
  
  Cash flows from (used for) investing activities
  
      Proceeds from owner/operator's loan repayments           1,993,905      1,415,005
      Purchase of property, plant and equipment               (2,364,473)    (2,258,957)
      Loans to owner/operators                                (2,108,138)    (1,863,102)
      Other                                                       72,594        (26,826)
                                                             -----------    -----------
  
      Net cash used for investing activities                  (2,406,112)    (2,733,880)
                                                             -----------    -----------
  
  Cash flows used for financing activities
  
      Dividends paid                                          (1,718,174)    (1,595,549)
      Payment of long-term debt                                 (330,403)      (873,934)
      Net decrease in short-term debt                         (1,600,000)    (1,100,000)
                                                             -----------    -----------
  
      Net cash used for financing activities                  (3,648,577)    (3,569,483)
                                                             -----------    -----------
  
    Net decrease in cash                                         (83,945)       (20,278)
  
    Cash, beginning of year                                  $   147,251    $   141,026
                                                             -----------    -----------
  
    Cash, end of period                                      $    63,306    $   120,748
                                                             ===========    ===========
  
    Supplemental Cash Flow Information:
    Cash paid during the period for:
  
      Interest                                               $   292,525    $   324,126
                                                             ===========    ===========
      Income taxes                                           $ 2,972,067    $ 2,189,695
                                                             ===========    ===========
  </TABLE>
  
  
  
  
       See accompanying notes to consolidated condensed financial statements
  
                                    Page 5 of 9
  
  
  <PAGE>
  
  
  NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  
  1.   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.
  
  2.   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 July 1, 1995,
       and  December 31, 1994 and the results of its  operations  for the thirteen
       and twenty-six weeks ended July 1, 1995 and July 2, 1994 and cash flows for
       the twenty-six  weeks ended July 1, 1995 and July 2, 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 twenty-six  weeks ended July 1, 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 twenty-six weeks ended July 1, 1995
       and July 2, 1994, the difference  between the actual expenses  incurred and
       the expenses charged to operations was not significant.
  
  3.   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 9
  
  
  <PAGE>
  
  
  Item 2.             MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                   FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  
  RESULTS OF OPERATIONS
  
  For the second  quarter of 1995,  the company  realized net income of $1,226,846
  versus $1,001,323 for the second quarter of 1994. Included in the results were a
  severance  charge in the second  quarter of 1995 of $950,000  and a  restructure
  charge in the second  quarter of 1994 of  $1,240,000  which,  after  related tax
  benefits,  reduced net income by $550,000 or $.09 per share and $719,200 or $.12
  per share, respectively.  On a comparable operating basis, before the net effect
  of the severance and restructure  charges, net income increased to $1,776,846 or
  $.29 per share from  $1,720,523  or $.28 per share in 1994,  increases of 3% and
  4%, respectively.
  
  For the twenty-six  weeks ended July 1, 1995, the company realized net income of
  $3,197,722  or $.52  per  share  versus  $2,909,887  or $.47 per  share  for the
  comparable  period in 1994.  On a  comparable  operating  basis,  before the net
  effect of severance and restructure  charges, net income increased to $3,747,722
  or  $.61  per  share  in 1995  from  $3,629,087  or  $.59  per  share  in  1994,
  representing an increase of 3%.
  
  The  severance  charge in 1995  resulted  from  changes  in  certain  management
  positions  during the second  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.
  
  Net sales for the second quarter of 1995 were $36,656,188 versus $36,081,956 for
  the comparable period in 1994. This increase was due, in part, to an increase in
  unit sales of approximately 1%, as the company continued to experience difficult
  market conditions.
  
  Cost of sales in the  second  quarter  of 1995  increased  by 6% over the second
  quarter of 1994.  Higher ingredient and packaging costs accounted for 3% of this
  increase and in addition,  cost of sales in 1995 includes approximately $913,000
  of  shipping  case costs,  while in 1994  shipping  case costs of  approximately
  $708,000 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.
  
  Depreciation  expense  increased in the second  quarter of 1995 by 2.5% over the
  second quarter of 1994 due to the  installation  of new electrical  transformers
  and the completion of a new telephone system in the fourth quarter of 1994.
  
  The  decrease  in  interest  expense  for the second  quarter of 1995 versus the
  second quarter of 1994 was the result of lower average borrowing levels.
  
  The  effective  tax rates on net income for the quarters  ended July 1, 1995 and
  July 2, 1994 were 42.0% and 38.9%,  respectively,  which  compares  to a federal
  statutory  rate of 34%.  The  principal  reason for the  difference  between the
  effective  rates and the statutory rate in 1995 and 1994 was the effect of state
  income taxes.
  
  
  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 twenty-six weeks ended July 1, 1995, net cash from operating  activities
  decreased by $312,341 to $5,970,744 from $6,283,085 for the comparable period in
  1994. Net cash from operating  activities was negatively  impacted by changes in
  working capital, particularly an increase in prepaid items, relative to the same
  period in 1994.
  
  Net cash used for  investing  activities  decreased by $327,768  from the second
  quarter of 1994 principally due to a decrease in the funds needed to finance the
  net owner-operator  loan activity during the period. Net cash used for financing
  activities  increased  by  $79,094  relative  to the same  period in 1994.  This
  increase is primarily the result of an increase in dividend payments of $122,625
  relative to the prior year.
  
                                    Page 7 of 9
  
  
  <PAGE>
  
  
  
  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.
  
  
  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 July 1, 1995.
  
  
                                   EXHIBIT INDEX
  
                        Exhibit 27 - Financial Data Schedule
  
  
  
                                    Page 8 of 9
  
  <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:    August 11, 1995                     JOHN M. PETTINE
                                               John M. Pettine
                                              Vice President and
                                           Chief Financial Officer
                                  (Principal Financial and Accounting Officer)
  
  
  
  
                                    Page 9 of 9
metadata_documents: [{"type": "10-Q", "sequence": "1", "secsgml_size_bytes": 23565}]
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 twenty-six weeks ended July 1, 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.
  
                                                Outstanding at July 1, 1995
  
  Common stock, par value $.50                        6,136,652 shares
  
  Index of exhibits is located on page 8 of 9.
  
                                    Page 1 of 9
  TASTY BAKING COMPANY AND SUBSIDIARY
  
                                       INDEX
  
                                                                       Page Number
  Part I - Financial Information
  
           Item 1.  Financial Statements
  
           Consolidated Condensed Balance Sheets -
             July 1, 1995 and December 31, 1994 .............................3
  
           Consolidated Condensed Statements of Operations - 
             13 weeks and 26 Weeks Ended July 1, 1995
             and July 2, 1994 ...............................................4
  
           Consolidated Condensed Statements of Cash Flows -
             26 Weeks Ended July 1, 1995 and July 2, 1994 ...................5
  
           Notes to Consolidated Condensed Financial Statements .............6
  
           Item 2.  Management's Discussion and Analysis of
             Financial Condition and Results of Operations ..................7
  
  Part II - Other Information
  
           Item 6.  Exhibits and Reports on Form 8-K ........................8
  
           Signatures .......................................................9
  
                                    Page 2 of 9
  TASTY BAKING COMPANY AND SUBSIDIARY
  PART I - FINANCIAL INFORMATION           CONSOLIDATED CONDENSED BALANCE SHEETS
  ITEM 1.  FINANCIAL STATEMENTS
  July 1,         Dec. 31
                                                  1995            1994
                                               (unaudited)
  Current assets:
     Cash                                      $     63,306    $    147,251
    Accounts and notes receivable,
      net of allowance for
      doubtful accounts                          19,478,014      17,574,423
  
    Inventories:
      Raw materials                               1,622,760       1,657,926
      Work in progress                              606,836         633,909
      Finished goods                                688,110         645,225
                                               ------------    ------------
                                                  2,917,706       2,937,060
                                               ------------    ------------
    Deferred income taxes,
      prepayments and other                       4,227,842       3,681,528
                                               ------------    ------------
      Total current assets                       26,686,868      24,340,262
                                               ------------    ------------
  Property, plant and equipment                 124,226,856     122,001,864
  
    Less accumulated depreciation                87,634,087      84,063,636
                                               ------------    ------------
                                                 36,592,769      37,938,228
                                               ------------    ------------
  
  Long-term receivables                          10,986,348      10,872,115
                                               ------------    ------------
  Deferred income taxes                          10,385,706      10,830,705
                                               ------------    ------------
  Other assets and deferred charges               3,054,553       3,155,286
                                               ------------    ------------
  
  Total assets                                 $ 87,706,244    $ 87,136,596
                                               ============    ============
  July 1,        Dec. 31,
                                                    1995           1994
                                                (unaudited)
  Current liabilities:
    Current portion of long-term debt          $    222,831    $    222,831
    Current obligations under capital leases        484,442         455,712
    Notes payable, banks                            200,000       1,800,000
    Accounts payable                              4,762,561       4,075,343
    Accrued liabilities                           5,788,059       4,552,843
    Accrued income taxes                           (206,826)        893,111
                                               ------------    ------------
      Total current liabilities                  11,251,067      11,999,840
                                               ------------    ------------
  Long-term debt, less
    current portion                               5,239,938       5,349,558
                                               ------------    ------------
  Long-term obligations under capital
    leases, less current portion                  1,916,780       2,166,293
                                               ------------    ------------
  Deferred income                                 2,317,612       3,271,268
                                               ------------    ------------
  Accrued pensions and other
    liabilities                                  12,536,582      11,691,444
                                               ------------    ------------
  Postretirement benefits
    other than pensions                          19,956,694      19,707,364
                                               ------------    ------------
    SHAREHOLDERS' EQUITY
  
  Common stock                                    3,644,544       3,644,544
  Capital in excess of par value stock           29,191,309      29,175,510
  Retained earnings                              18,708,312      17,228,764
                                               ------------    ------------
                                                 51,544,165      50,048,818
  Less:
    Treasury stock, at cost                      16,601,004      16,601,793
    Management Stock Purchase Plan
      receivables and deferrals                     455,590         496,196
                                               ------------    ------------
                                                 34,487,571      32,950,829
                                               ------------    ------------
  Total liabilities and
    shareholders' equity                       $ 87,706,244    $ 87,136,596
                                               ============    ============
  See accompanying notes to consolidated condensed financial statements.
  
                                    Page 3 of 9
  TASTY BAKING COMPANY AND SUBSIDIARY
  
                  CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                    (Unaudited)
  For the 13 Weeks Ended        For the 26 Weeks Ended
                                                  ----------------------        ----------------------
  7/01/95         7/02/94         7/01/95         7/02/94
  
  Net Sales                                  $ 36,656,188    $ 36,081,956    $ 73,720,455    $ 73,150,888
  Costs and expenses:
    Cost of sales                              23,016,442      21,645,455      46,169,548      43,851,322
    Depreciation                                1,825,788       1,781,813       3,709,932       3,571,398
    Selling, general and administrative         9,523,043      10,423,837      18,893,691      20,945,650
    Severance and restructure charges             950,000       1,240,000         950,000       1,240,000
    Interest expense                              154,159         193,178         319,067         368,173
    Other income, net                            (929,124)       (840,626)     (1,836,669)     (1,667,234)
                                             ------------    ------------    ------------    ------------
                                               34,540,308      34,443,657      68,205,569      68,309,309
                                             ------------    ------------    ------------    ------------
  
  Income before provision for income taxes      2,115,880       1,638,299       5,514,886       4,841,579
  
  Provision for income taxes                      889,034         636,976       2,317,164       1,931,692
                                             ------------    ------------    ------------    ------------
  
  Net income                                 $  1,226,846    $  1,001,323    $  3,197,722    $  2,909,887
                                             ============    ============    ============    ============
  
  Average common shares outstanding             6,139,918       6,141,989       6,143,967       6,147,466
  
  Per share of common stock:
    Net income                                      $ .20           $ .16           $ .52           $ .47
                                                    =====           =====           =====           =====
  
    Cash dividend                                   $ .14           $ .13           $ .28           $ .26
                                                    =====           =====           =====           =====
  See accompanying notes to consolidated condensed financial statements.
  
                                    Page 4 of 9
  TASTY BAKING COMPANY AND SUBSIDIARY
  
                  CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                    (Unaudited)
  For the 26 Weeks Ended
  
                                                              07/01/95        07/02/94
  Cash flows from (used for) operating activities
  
  Net income                                                 $ 3,197,722    $ 2,909,887
    Adjustments to reconcile net income
     to net cash provided by operating activities:
      Depreciation                                             3,709,932      3,571,398
      Amortization                                                26,943         31,334
      Deferred taxes                                             444,999        398,276
      Other                                                      199,202        198,658
    Changes in assets and liabilities affecting operations    (1,608,054)      (826,468)
                                                             -----------    -----------
  
    Net cash from operating activities                         5,970,744      6,283,085
                                                             -----------    -----------
  
  Cash flows from (used for) investing activities
  
      Proceeds from owner/operator's loan repayments           1,993,905      1,415,005
      Purchase of property, plant and equipment               (2,364,473)    (2,258,957)
      Loans to owner/operators                                (2,108,138)    (1,863,102)
      Other                                                       72,594        (26,826)
                                                             -----------    -----------
  
      Net cash used for investing activities                  (2,406,112)    (2,733,880)
                                                             -----------    -----------
  
  Cash flows used for financing activities
  
      Dividends paid                                          (1,718,174)    (1,595,549)
      Payment of long-term debt                                 (330,403)      (873,934)
      Net decrease in short-term debt                         (1,600,000)    (1,100,000)
                                                             -----------    -----------
  
      Net cash used for financing activities                  (3,648,577)    (3,569,483)
                                                             -----------    -----------
  
    Net decrease in cash                                         (83,945)       (20,278)
  
    Cash, beginning of year                                  $   147,251    $   141,026
                                                             -----------    -----------
  
    Cash, end of period                                      $    63,306    $   120,748
                                                             ===========    ===========
  
    Supplemental Cash Flow Information:
    Cash paid during the period for:
  
      Interest                                               $   292,525    $   324,126
                                                             ===========    ===========
      Income taxes                                           $ 2,972,067    $ 2,189,695
                                                             ===========    ===========
  See accompanying notes to consolidated condensed financial statements
  
                                    Page 5 of 9
  NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
  
  1.   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.
  
  2.   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 July 1, 1995,
       and  December 31, 1994 and the results of its  operations  for the thirteen
       and twenty-six weeks ended July 1, 1995 and July 2, 1994 and cash flows for
       the twenty-six  weeks ended July 1, 1995 and July 2, 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 twenty-six  weeks ended July 1, 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 twenty-six weeks ended July 1, 1995
       and July 2, 1994, the difference  between the actual expenses  incurred and
       the expenses charged to operations was not significant.
  
  3.   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 9
  Item 2.             MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                   FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  
  RESULTS OF OPERATIONS
  
  For the second  quarter of 1995,  the company  realized net income of $1,226,846
  versus $1,001,323 for the second quarter of 1994. Included in the results were a
  severance  charge in the second  quarter of 1995 of $950,000  and a  restructure
  charge in the second  quarter of 1994 of  $1,240,000  which,  after  related tax
  benefits,  reduced net income by $550,000 or $.09 per share and $719,200 or $.12
  per share, respectively.  On a comparable operating basis, before the net effect
  of the severance and restructure  charges, net income increased to $1,776,846 or
  $.29 per share from  $1,720,523  or $.28 per share in 1994,  increases of 3% and
  4%, respectively.
  
  For the twenty-six  weeks ended July 1, 1995, the company realized net income of
  $3,197,722  or $.52  per  share  versus  $2,909,887  or $.47 per  share  for the
  comparable  period in 1994.  On a  comparable  operating  basis,  before the net
  effect of severance and restructure  charges, net income increased to $3,747,722
  or  $.61  per  share  in 1995  from  $3,629,087  or  $.59  per  share  in  1994,
  representing an increase of 3%.
  
  The  severance  charge in 1995  resulted  from  changes  in  certain  management
  positions  during the second  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.
  
  Net sales for the second quarter of 1995 were $36,656,188 versus $36,081,956 for
  the comparable period in 1994. This increase was due, in part, to an increase in
  unit sales of approximately 1%, as the company continued to experience difficult
  market conditions.
  
  Cost of sales in the  second  quarter  of 1995  increased  by 6% over the second
  quarter of 1994.  Higher ingredient and packaging costs accounted for 3% of this
  increase and in addition,  cost of sales in 1995 includes approximately $913,000
  of  shipping  case costs,  while in 1994  shipping  case costs of  approximately
  $708,000 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.
  
  Depreciation  expense  increased in the second  quarter of 1995 by 2.5% over the
  second quarter of 1994 due to the  installation  of new electrical  transformers
  and the completion of a new telephone system in the fourth quarter of 1994.
  
  The  decrease  in  interest  expense  for the second  quarter of 1995 versus the
  second quarter of 1994 was the result of lower average borrowing levels.
  
  The  effective  tax rates on net income for the quarters  ended July 1, 1995 and
  July 2, 1994 were 42.0% and 38.9%,  respectively,  which  compares  to a federal
  statutory  rate of 34%.  The  principal  reason for the  difference  between the
  effective  rates and the statutory rate in 1995 and 1994 was the effect of state
  income taxes.
  
  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 twenty-six weeks ended July 1, 1995, net cash from operating  activities
  decreased by $312,341 to $5,970,744 from $6,283,085 for the comparable period in
  1994. Net cash from operating  activities was negatively  impacted by changes in
  working capital, particularly an increase in prepaid items, relative to the same
  period in 1994.
  
  Net cash used for  investing  activities  decreased by $327,768  from the second
  quarter of 1994 principally due to a decrease in the funds needed to finance the
  net owner-operator  loan activity during the period. Net cash used for financing
  activities  increased  by  $79,094  relative  to the same  period in 1994.  This
  increase is primarily the result of an increase in dividend payments of $122,625
  relative to the prior year.
  
                                    Page 7 of 9
  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.
  
  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 July 1, 1995.
  
                                   EXHIBIT INDEX
  
                        Exhibit 27 - Financial Data Schedule
  
                                    Page 8 of 9
  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:    August 11, 1995                     JOHN M. PETTINE
                                               John M. Pettine
                                              Vice President and
                                           Chief Financial Officer
                                  (Principal Financial and Accounting Officer)
  
                                    Page 9 of 9