Company Name: Tootsie Roll Industries, Inc.
Public Availability Date: January 14, 2008

Document Sections:

INQUIRY LETTER
INQUIRY LETTER
APPENDIX
STAFF REPLY LETTER

[INQUIRY LETTER]

December 31, 2007

VIA ELECTRONIC DELIVERY (cfletters@sec.gov)

U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Chief Counsel
100 F. Street, N.E.
Washington, D.C. 20549

Re: Securities Exchange Act of 1934, as amendedRule 14a-8; Stockholder Proposal Submitted to Tootsie Roll Industries. Inc.

Ladies and Gentlemen:

This firm serves as counsel to Tootsie Roll Industries, Inc. (the "Company"), a Virginia corporation. Pursuant to Rule 14a-8(j) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), we are writing on behalf of the Company to notify the Securities and Exchange Commission (the "Commission") of the Company's intention to exclude from its definitive proxy materials relating to its 2008 Annual Meeting of Shareholders (the "definitive 2008 proxy materials") a stockholder proposal and supporting statement (collectively, the "Proposal") received by the Company from Northstar Asset Management, Inc. (the "Proponent"). The Company is excluding the Proposal under Rule 14a-8(e)(2) on the grounds that the Company received the Proposal after the December 1, 2007 proposal submission deadline, which was properly established and published in the Company's 2007 proxy statement.

A copy of the Proposal is attached as Exhibit A. We are simultaneously providing the Proponent with a copy of this letter and notifying the Proponent of the Company's intention to exclude the Proposal from its definitive 2008 proxy materials, in accordance with Rule 14a-8(j). This letter and its attachments have been delivered via electronic mail to cfletters@sec.gov in compliance with the instructions found at the Commission's website and in lieu of our providing six additional copies of this letter pursuant to Rule 14a-8(j)(2).

Rule 14a-8(e)(2) states that in order for a shareholder proposal to be included in a company's proxy materials, the proposal "must be received at the company's principal executive offices not less than 120 calendar days before the date of the company's proxy statement released to shareholders in connection with the previous year's annual meeting," provided that a different deadline applies "if the company did not hold an annual meeting the previous year, or if the date of this year's annual meeting has been changed by more than 30 days from the date of the previous year's meeting...." Additionally, Rule 14a-8(e)(1) states that a stockholder can find the submission deadline in the company's proxy statement relating to its annual meeting of shareholders from the prior year.

In this case, the Company has calculated and published the submission deadline properly. First, the Company calculated the date in accordance with Rule 14a-8(e)(2) and the date remains effective because the anticipated date of the 2008 Annual Meeting of Shareholders date, May 5, 2008, is not more than thirty (30) days from the 2007 Annual Meeting of Shareholders date, May 7, 2007. If the Board of Directors does establish a date for the 2008 Annual Meeting of Shareholders that is more than thirty (30) days from the date of the Company's 2007 Annual Meeting of Shareholders, which is not expected, the Company undertakes to withdraw this request. Second, the Company's proxy statement distributed to shareholders in connection with its 2007 Annual Meeting of Shareholders clearly stated that the Company must receive any shareholder proposals no later than December 1, 2007. Under the caption "Shareholder Proposals for 2008 Annual Meeting," the 2007 proxy statement stated that "[i]n order to be considered for inclusion in the Company's proxy materials for the 2008 Annual Meeting of Shareholders, any shareholder proposals should be addressed to Tootsie Roll Industries, Inc., 7401 South Cicero Avenue, Chicago, Illinois 60629, Attention: Ellen R. Gordon, President, and must be received no later than December 1, 2007."

Proponent missed the Saturday, December 1, 2007 deadline by two days because the Company did not receive the Proposal until Monday, December 3, 2007. The Proponent sent the Proposal to the Company via FedEx on November 30, 2007 with FedEx Tracking number 8507 4440 6758. Although the cover letter enclosed with the Proposal was dated November 30, 2007, the FedEx US Airbill, an online tracking report, and its proof of delivery all confirm that the Company did not received the package until Monday, December 3, 2007. Specifically, its online tracking report and the proof of delivery indicate that the Company received the Proposal on Monday, December 3, 2007 at 9:53 AM. Also, the FedEx US Airbill shows that the Proponent did not select the FedEx Priority Overnight with Saturday Delivery option. Instead, the Proponent specifically selected FedEx Standard Overnight Service, which would guarantee a Monday delivery instead of a Saturday delivery. The Proponent's selection implies that the Proponent intended the Company to receive the Proposal on Monday, not Saturday. The Company has enclosed the relevant FedEx US Airbill, a copy of FedEx tracking report, and the proof of delivery as Exhibit B.

By letter dated December 11, 2007 (copy attached as Exhibit C), this firm on behalf of the Company notified the Proponent that its submission was deficient for failure to provide proof of beneficial ownership and because the Proposal was received by the Company after the December 1, 2007 deadline and that although SEC Rule 14a-8(f) provided Proponent an opportunity to cure the deficiency with regard to proof of requisite share ownership within 14 calendar days from the date of its receipt of notice of such deficiency, a failure to submit a proposal by a properly determined deadline could not be remedied. Proponent sent this firm a response letter dated December 16, 2007 (copy attached as Exhibit D) curing the deficiency regarding proof of ownership, but acknowledging that the Proposal was not received by the Company until after the December 1, 2007 deadline. The Company has determined to exclude the Proposal.

The Staff has in the past strictly construed the Rule 14a-8 deadline, permitting companies to exclude from proxy materials those proposals received at the companies' principal executive offices after the deadline, even if only by one day. See, e.g., Smithfield Foods, Inc. (June 4, 2007) (proposal received one day after the submission deadline was properly excludable); International Business Machines Corporation (December 5, 2006 and December 19, 2004) (same); American Express Company (December 21, 2004); and Thomas Industries Inc. (January 15, 2003) (same). Furthermore, the reason why a proposal is received after the stated deadline is not relevant. See, e.g., JPMorgan Chase & Co. (February 8, 2005) (not improper to omit proposal received after the deadline due to inclement weather that delayed delivery).

Supporting these interpretations in its no-action letters, the Staff has informed stockholders that they should submit proposals "well in advance of the deadline and by a means that allows the stockholder to demonstrate the date the proposal was received at the company's principal executive offices," and that "if the deadline falls on a Saturday, Sunday or federal holiday, the company must disclose this date in its proxy statements and Rule 14a-8 proposals received after business reopens would be untimely." Division of Corporation Finance, Staff Legal Bulletin No. 14 (July 13, 2001). The burden is on the Proponent to make sure the Company receives the proposal by the required date.

For the foregoing reasons, the Company respectfully requests your confirmation that the Staff will not recommend any enforcement action to the Commission if the Company excludes the Proposal from the Company's definitive 2008 proxy materials. Should the Staff disagree with the conclusions set forth in this letter, the Company respectfully requests the opportunity to confer with representatives of the Staff prior to the determination of its final position. Furthermore, the Company reserves the right to submit to the Staff additional bases upon which the Proposal may be omitted if the Staff disagrees with the Company's conclusion that the Proposal can be omitted based on its untimely submission. Please do not hesitate to contact the undersigned, by telephone at (617) 535-4034 or by email at dcifrino@mwe.com, if you require any additional information in support or clarification of the Company's position.

Sincerely,

/s/

David A. Cifrino, P.C.

Cc:

Northstar Asset Management, Inc.
Attention: Julie N. W. Goodrich, President

Ellen. R Gordon, President
Tootsie Roll Industries, Inc.

BST99 1559470-5 030827 0014

[INQUIRY LETTER]

November 30, 2007

Ellen R Gordon
President
Tootsie Roll Industries, Inc
7401 South Cicero Avenue
Chicago, Illinois 60629

Dear Mrs. Gordon:

As shareholders of Tootsie Roll Industries, Inc, we are concerned about the damaging consequences of excessive executive compensation. We believe that executive compensation is an important corporate governance issue and shareholders of public companies are increasingly concerned with executive compensation levels. The shareholder proposal we are submitting today seeks shareholder approval of top-level executive compensation packages

Therefore, as the beneficial owner, as defined under Rule 13(d)-3 of the General Rules and Regulations under the Securities Act of 1934, of 16,000 shares of Tootsie Roll Industries, Inc common stock, we are submitting for inclusion in the next proxy statement, in accordance with Rule 14a-8 of these General Rules, the enclosed shareholder proposal.

As required by Rule 14a-8 we have held these shares for more than one year and will continue to hold the requisite number of shares through the date of the next stockholders' annual meeting. Proof of ownership will be provided upon request. One of the filing shareholders or our appointed representative will be present at the annual meeting to introduce the proposal

A commitment from Tootsie Roll to enact a policy to adopt an advisory shareholder vote on executive compensation packages would allow for the withdrawal of the resolution. We believe that this proposal is in the best interest of Tootsie Roll and its shareholders.

Sincerely,

/s/

Julie N.W. Goodridge
President

Encl: Shareholder resolution

[APPENDIX]

RESOLUTION ON EXECUTIVE COMPENSATION

RESOLVED, that shareholders of Tootsie Roll Industries request the board of directors to adopt a policy that provides shareholders the opportunity at each annual shareholder meeting to vote on an advisory resolution, proposed by management, to ratify the compensation of the named executive officers ("NEOs") set forth in the proxy statement's Summary Compensation Table (the "SCT") and the accompanying narrative disclosure of material factors provided to understand the SCT (but not the Compensation Discussion and Analysis) The proposal submitted to shareholders should make clear that the vote is non-binding and would not affect any compensation paid or awarded to any NEO

SUPPORTING STATEMENT

Investors are increasingly concerned about mushrooming executive compensation that sometimes appears to be insufficiently aligned with the creation of shareholder value. As a result, in 2007 shareholders filed more than 60 "say on pay" resolutions with companies, averaging a 42% vote where voted upon. In fact, seven resolutions received majority votes.

In addition, the advisory vote was endorsed by the Council of Institutional Investors and a survey by the Chartered Financial Analyst Institute found that 76% of its members favored giving shareholders an advisory vote. A bill to provide for annual advisory votes on compensation passed in the House of Representatives by a 2-10-1 margin.

Aflac decided to present such a resolution to investors in 2009 and TIAA-CREF, the largest pension fund in the world, held its first Advisory Vote in 2007. As a result of discussions between investors and companies, a Working Group on the Advisory Vote was established to further study how such a practice would be implemented in the U.S. markets to provide advice to investors and companies alike.

We believe that existing U.S. corporate governance arrangements, including SEC rules and stock exchange listing standards, do not provide shareholders with sufficient mechanisms for providing input to boards on senior executive compensation. In contrast to U S practices, in the United Kingdom, public companies allow shareholders to cast an advisory vote on the "directors' remuneration report," which discloses executive compensation. Such a vote isn't binding, but gives shareholders a clear voice that could help shape senior executive compensation

Currently U.S. stock exchange listing standards require shareholder approval of equity-based compensation plans; those plans, however, set general parameters and accord the compensation committee substantial discretion in making awards and establishing performance thresholds for a particular year. Shareholders do not have any mechanism for providing ongoing feedback on the application of those general standards to individual pay packages.

If investors wish to register opposition to a pay package(s) in the previous year, withholding votes from compensation committee members who are standing for reelection is a blunt and insufficient instrument for registering dissatisfaction

Accordingly, we urge the board to allow shareholders to express their opinion about senior executive compensation by establishing an annual referendum process The results of such a vote could provide our board with useful information about shareholder views on the company's senior executive compensation, as reported each year

[STAFF REPLY LETTER]

January 14, 2008

Response of the Office of Chief Counsel Division of Corporation Finance

Re: Tootsie Roll Industries, Inc. Incoming letter dated December 31, 2007

The proposal relates to compensation.

There appears to be some basis for your view that Tootsie Roll may exclude the proposal under rule 14a-8(e)(2) because Tootsie Roll received it after the deadline for submitting proposals. Accordingly, we will not recommend enforcement action to the Commission if Tootsie Roll omits the proposal from its proxy materials in reliance on rule 14a-8(e)(2).

Sincerely,

/s/

Greg Belliston
Special Counsel