UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                              Tasty Baking Company
             (Exact name of registrant as specified in its charter)

     Pennsylvania                                         23-1145880
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(State of incorporation                                (I.R.S. Employer
   or organization)                                   Identification No.)


2801 Hunting Park Avenue, Philadelphia, Pennsylvania                   19129
--------------------------------------------------------------------------------
   (Address of principal executive offices)                          (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class                               Name of each exchange on which
to be so registered                               each class is to be registered

--------------------------------------------------------------------------------

If this form relates to the  registration  of a class of securities  pursuant to
Section  12(b)  of  the  Exchange  Act  and is  effective  pursuant  to  General
Instruction A.(c), check the following box. |_|

If this form relates to the  registration  of a class of securities  pursuant to
Section  12(g)  of  the  Exchange  Act  and is  effective  pursuant  to  General
Instruction A.(d), check the following box. |X|

Securities  Act  registration  statement file number to which this form relates:
   none     (if applicable)
----------

Securities to be registered pursuant to Section 12(g) of the Act:

                          Common Stock Purchase Rights
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                                (Title of class)


ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

Common Stock Purchase Right Dividend
------------------------------------

     On July 30,  2003,  the Board of  Directors  of Tasty  Baking  Company (the
"Company"),  declared a dividend distribution of one common stock purchase right
(a  "Right")  for each  outstanding  share of the  Company's  common  stock (the
"Common  Shares") to stockholders of record at the close of business on July 30,
2003. Each Right entitles the registered holder,  upon the occurrence of certain
events,  to purchase from the Company that number of Common Shares having a then
market  value equal to two times the  exercise  price of the Rights  ($45.00 per
Right,  subject to  adjustment  (the  "Exercise  Price")),  upon  payment of the
Exercise  Price.  The  description  and terms of the  Rights  are set forth in a
Rights Agreement dated as of July 30, 2003 (the "Rights  Agreement") between the
Company and American Stock Transfer & Trust Company, as Rights Agent.

     This summary  description of the Rights does not purport to be complete and
is qualified in its entirety by reference to the Rights Agreement. A copy of the
Rights Agreement may be obtained from the Company without charge.

Certificates; Separation of Rights from Common Stock
----------------------------------------------------

     Initially,   the  Rights  will  be  attached  to  all  Common  Shares  then
outstanding,  and no separate Right certificates will be distributed. The Rights
will separate from the Common Shares and trade separately after the Distribution
Date. The  "Distribution  Date" is the earlier of (i) 10 days following the date
of the  first  public  announcement  that a person  or group  of  affiliated  or
associated  persons,  has acquired or obtained the right to acquire,  beneficial
ownership  of 15% or  more  of the  outstanding  Common  Shares  (an  "Acquiring
Person") or (ii) 10  business  days (or such later day as may be  determined  by
action of the Board of Directors  before the time any person or group becomes an
Acquiring Person) following the commencement of a tender offer or exchange offer
if, upon consummation thereof, any person or group would be an Acquiring Person.
The date of announcement of the existence of an Acquiring  Person referred to in
clause (i) above is referred to as the "Share Acquisition Date."

     Until the Distribution Date (or earlier redemption,  exchange or expiration
of the Rights),  (i) the Rights will be evidenced  only by the Rights  Agreement
and the Common Share certificates,  and will be automatically  transferred with,
and only with,  the Common  Shares,  (ii) new Common Share  certificates  issued
after July 30,  2003,  upon  transfer  or new  issuance of Common  Shares,  will
contain a notation  incorporating  the Rights Agreement by reference,  and (iii)
the  surrender for transfer of any Common Share  certificate,  even without such
notation  or a copy of this  Summary  of  Rights  attached  thereto,  will  also
constitute  the  transfer  of the  Rights  associated  with  the  Common  Shares
represented by such stock certificate.

     As  promptly as  practicable  following  the  Distribution  Date,  separate
certificates  evidencing  the Rights  ("Right  Certificates")  will be mailed to
holders  of record of the  Common  Shares  as of the  close of  business  on the
Distribution  Date, and thereafter,  such separate Right Certificates alone will
evidence the Rights.  The Rights are not exercisable until the Distribution

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Date and will expire at the close of business on July 29, 2013,  unless  earlier
redeemed or exchanged by the Company as described below.

Flip In Trigger
---------------

     In the event that any person or group of associated  or affiliated  persons
becomes  an  Acquiring  Person,  then  after the  Distribution  Date,  except as
provided in the next  paragraph,  each Right shall entitle the holder thereof to
receive,  upon exercise and payment,  Common Shares (or Common Stock Equivalents
(as such term is defined in the Rights  Agreement))  having a then market  value
equal to two (2) times the Exercise Price of the Rights.

Certain Rights to Become Void
-----------------------------

     Upon the occurrence of the event described in the preceding paragraph,  any
Rights  beneficially  owned  by (i)  an  Acquiring  Person  or an  Associate  or
Affiliate  (as such terms are defined in the Rights  Agreement)  of an Acquiring
Person,  (ii) a transferee of an Acquiring  Person (or of any such  Associate or
Affiliate) who becomes a transferee  after the Acquiring Person becomes such, or
(iii)  a  transferee  of an  Acquiring  Person  (or of  any  such  Associate  or
Affiliate) who becomes a transferee prior to or concurrently  with the Acquiring
Person  becoming such and receives such Rights pursuant to either (A) a transfer
from the  Acquiring  Person (or any such  Associate or  Affiliate) to holders of
equity  interests  in such  Acquiring  Person  or to any  person  with  whom the
Acquiring Person (or any such Associate or Affiliate) has any agreement or other
understanding regarding the transferred Rights or (B) a transfer which the Board
of Directors of the Company in its  discretion has determined is part of a plan,
arrangement  or  understanding  which has as a  primary  purpose  or effect  the
avoidance  of the Rights  Agreement,  shall  become  null and void  without  any
further  action,  and no holder of such Rights shall have any rights  whatsoever
with respect to such Rights, whether under any provision of the Rights Agreement
or otherwise.

Flip Over Trigger
-----------------

     In the event that,  following the earlier of the Distribution Date or Share
Acquisition  Date,  (i) the  Company  engages  in a  merger  or  other  business
combination  transaction in which the Company is not the surviving  corporation,
(ii) the Company engages in a merger or other business  combination  transaction
with another  person in which the Company is the surviving  corporation,  but in
which its Common Shares are changed or exchanged,  or (iii) more than 50% of the
Company's  assets or earning power is sold or transferred,  the Rights Agreement
provides that proper  provision  shall be made so that each Right (except Rights
which previously have been voided as described above in the preceding paragraph)
shall entitle the holder thereof to receive,  upon exercise and payment,  common
stock of the acquiring company having a then market value equal to two (2) times
the Exercise Price of the Rights.

Optional Exchange of Rights for Common Stock
--------------------------------------------

     At any time after any  person or group  becomes an  Acquiring  Person,  the
Board of Directors of the Company may exchange the Rights  (except  Rights which
previously  have been

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voided as described  above),  in whole or in part,  at an exchange  ratio of one
Common Share (or, in certain  circumstances,  one Common Stock  Equivalent)  for
each Right.

Adjustments to Exercise Price and Number of Rights/Common Shares
----------------------------------------------------------------

     The Exercise Price payable, the number of Common Shares or other securities
issuable,  upon  exercise of the Rights are subject to  adjustment  from time to
time  to  prevent  dilution  (i) in the  event  of a  stock  dividend  on,  or a
subdivision,  combination or  reclassification  of, the Common Shares, (ii) upon
the grant to all  holders of the Common  Shares of  certain  rights,  options or
warrants to subscribe for Common Shares or  convertible  securities at less than
the current market price of the Common Shares, or (iii) upon the distribution to
all holders of the Common Shares of evidences of indebtedness, stock (other than
a  dividend  payable  in  Common  Shares),  assets  or cash  (excluding  regular
quarterly cash dividends) or of subscription rights,  options or warrants (other
than those referred to above).

     The number of outstanding  Rights and the number of Common Shares  issuable
upon  exercise of each Right are also  subject to  adjustment  in the event of a
stock  split of the  Common  Shares or a stock  dividend  on the  Common  Shares
payable  in Common  Shares or in the event of  subdivisions,  consolidations  or
combinations  of the Common  Shares  occurring,  in any such case,  prior to the
Distribution Date.

     With  certain  exceptions,  no  adjustment  in the  Exercise  Price will be
required until  cumulative  adjustments  require an adjustment of at least 1% in
such  Exercise  Price.  No  fractional  Common  Shares  will be issued  upon the
exercise  of any  Right or  Rights.  In lieu of  fractions  of a share  equal to
one-half of a share or less,  a cash  payment  will be made,  as provided in the
Rights  Agreement.  No Rights may be exercised that would entitle the holders to
any  fraction  of a  Common  Share  greater  than  one-half  of a  share  unless
concurrently  therewith the holder purchases an additional  fraction of a Common
Share which,  when added to the number of Common Shares to be received upon such
exercise,  equal a whole  number of Common  Shares,  as  provided  in the Rights
Agreement.  If the holder does not purchase an  additional  fraction of a Common
Share, a cash payment will be made, as provided in the Rights Agreement.

Redemption of Rights
--------------------

     At any time prior to such time as any Person  becomes an  Acquiring  Person
and for a period of 10 Business Days  thereafter,  the Board of Directors of the
Company may redeem the Rights in whole, but not in part, at a price of $.001 per
Right,  subject to adjustment (the  "Redemption  Price").  Immediately  upon the
action of the Board of Directors of the Company  ordering the  redemption of the
Rights (or at such later time as the Board of Directors  may  establish  for the
effectiveness of such redemption),  the Rights will terminate and the only right
of the holders of the Rights will be to receive the Redemption Price.

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Shareholder Rights
------------------

     Until a Right is  exercised,  the  holder  thereof,  as such,  will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends by reason of ownership of the Rights.

Tax Implications
----------------

     While the  distribution  of the Rights will not be taxable to a shareholder
or to the Company, shareholders may, depending upon the circumstances, recognize
taxable income in the event that the Rights become  exercisable or  exchangeable
for shares of Common Stock.

Amendment
---------

     The terms of the Rights may be amended by the Company and the Rights  Agent
at any time for any purpose,  provided that following the Distribution  Date the
amendment may not materially adversely affect the interests of holders of Rights
(other than the interests of an Acquiring Person).

Continuing Directors
--------------------

     The Board of Directors of the Company has the exclusive power and authority
to  administer  the Rights  Agreement and to exercise all decisions on behalf of
the Company  provided in the Agreement.  Actions by the Board of Directors shall
require  the  affirmative  vote  of a  majority  of  the  Continuing  Directors.
"Continuing Directors" means (i) any member of the Board who is not an Acquiring
Person or an  associate or affiliate  of such  person,  or a  representative  or
designee of an Acquiring  Person or any such  associate or affiliate,  and was a
member of the Board prior to July 30, 2003, or (ii) any person who  subsequently
becomes a member of the Board, who is not an Acquiring Person or an associate or
affiliate of such person, or a representative or designee of any such person, if
such person's nomination for election or election to the Board is recommended or
approved by a majority of the Continuing Directors then in office.

Antitakeover Effects
--------------------

     The Rights may have certain  antitakeover  effects. The Rights will cause a
dilution to a person or group that  attempts to acquire the Company on terms not
approved  by the Board of  Directors.  The Rights  will not  interfere  with any
merger or other business combination approved by the Board of Directors prior to
the time the other party to the transaction becomes an Acquiring Person.


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ITEM 2.  EXHIBITS

Number         Description
------         -----------
 4.1           Rights Agreement, dated as of July 30, 2003, between Tasty Baking
               Company and American Stock  Transfer & Trust  Company,  as Rights
               Agent.











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                                    SIGNATURE


     Pursuant to the  requirements of Section 12 of the Securities  Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.


Date:  August 18, 2003                  TASTY BAKING COMPANY



                                        By: /s/ Ronald O. Whitford, Jr.
                                            ------------------------------------
                                            Ronald O. Whitford, Jr., Secretary
                                            and General Counsel






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                                  EXHIBIT INDEX

Number         Description
------         -----------
 4.1           Rights Agreement, dated as of July 30, 2003, between Tasty Baking
               Company and American Stock  Transfer & Trust  Company,  as Rights
               Agent.








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