THIS DOCUMENT IS A CONFIRMING COPY OF AMENDMENT NO. 1 TO THE REPORT ON
FORM 8-K/A FILED ON DECEMBER 28, 1993.


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                                _________________


                                   FORM 8-K/A

                           AMENDMENT TO CURRENT REPORT


                Pursuant to Section 13 or 15(d) of the Securities
                              Exchange Act of 1934
                                _________________



                                OCTOBER 15, 1993
                Date of Report (date of earliest event reported)



                          TOOTSIE ROLL INDUSTRIES, INC.

             (Exact name of registrant as specified in its charter)




      VIRGINIA                       1-1361                      22 131 8955
   (State or other              (Commission File                (IRS Employer
   jurisdiction of                   Number)                 Identification No.)
  incorporation or
    organization)


                            7401 SOUTH CICERO AVENUE
                            CHICAGO, ILLINOIS  60629
          (Address of principal executive offices, including Zip Code)


                                 (312) 838-3400
               Registrant's telephone number, including area code

                                                  Page 1 of 15
                                                  Sequentially Numbered Pages
                                                  Exhibit Index at page 4





Item 7.   Financial Statements, Pro Form Financial Information and Exhibits

     (a)  Financial statements of business acquired (the "Business").

          (i)  The balance sheets of the Business at December 31, 1992 and
          October 15, 1993, and the related statements of operations and changes
          in divisional equity and statements of cash flows for the year ended
          December 31, 1992 and the period ended October 15, 1993, including the
          notes thereto, together with the related Accountant's Report, attached
          hereto as Exhibit 28(a), are hereby incorporated by reference.

     (b)  Pro forma financial information

          (i)  The unaudited pro forma income statements of Tootsie Roll
          Industries, Inc. ("Tootsie Roll") and the Business for the year ended
          December 31, 1992 and the nine months ended September 30, 1993, and
          the unaudited pro forma condensed balance sheet of Tootsie Roll and
          the Business as at September 30, 1993 attached hereto as Exhibit 28(b)
          are hereby incorporated by reference.

     (c)  Exhibits

               EXHIBIT NO.         DESCRIPTION OF DOCUMENT

                    28(a)          The balance sheets of the Business at
                                   December 31, 1992 and October 15, 1993, and
                                   the related statements of operations and
                                   changes in divisional equity and statements
                                   of cash flows for the year ended December 31,
                                   1992 and the period ended October 15, 1993,
                                   including the notes thereto, together with
                                   the related Accountant's Report.

                    28(b)          The unaudited pro forma income statements of
                                   Tootsie Roll Industries, Inc. ("Tootsie
                                   Roll") and the Business for the year ended
                                   December 31, 1992 and the nine months ended
                                   September 30, 1993 and the unaudited pro
                                   forma condensed balance sheet of Tootsie Roll
                                   and the Business as at September 30, 1993
                                   attached hereto as Exhibit 28(b).

                                       -2-




                                   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 hereunto duly authorized.


                                   TOOTSIE ROLL INDUSTRIES, INC.


Dated:  December 28, 1993               By:  /s/ G. HOWARD EMBER, JR.
                                           ---------------------------------
                                           G. Howard Ember, Jr.
                                           Vice President, Finance


                                       -3-





                                  Exhibit Index



                                  Description of                 Sequential
Exhibit No.                          Document                     Page Nos.
- -----------                       --------------                 ----------

   28(a)            The balance sheets of the Business at
                    December 31, 1992 and October 15, 1993,
                    and the related statements of operations
                    and changes in divisional equity and
                    statements of cash flows for the year
                    ended December 31, 1992 and the period
                    ended October 15, 1993, including the
                    notes thereto, together with the related
                    Accountant's Report.

   28(b)            The unaudited pro forma income statements
                    of Tootsie Roll Industries, Inc.
                    ("Tootsie Roll") and the Business for
                    the year ended December 31, 1992 and the
                    nine months ended September 30, 1993,
                    and the unaudited pro forma condensed
                    balance sheet of Tootsie Roll and the
                    Business as at September 30, 1993.


                                       -4-