SHARE PURCHASE AGREEMENT
                            ------------------------



     THIS  SHARE PURCHASE AGREEMENT ("Agreement") dated as of July 24, 2000, is
entered  into  by  and  among  Interstate  Bakeries  Corporation,  a  Delaware
corporation ("IBC"), Ralston Purina Company, a Missouri corporation ("Ralston"),
and  Tower  Holding  Company,  Inc., a Delaware corporation ("Tower Holding"), a
corporation  wholly-owned  by  Ralston and the successor to VCS Holding Company.
Ralston  and  Tower  Holding  are  hereinafter  called  the  "Sellers."


                                     RECITAL
                                     -------

     Tower Holding is the record owner of 30,346,154 shares of the Common Stock,
$.01  par  value,  of  IBC.  Sellers desire to sell, and IBC desires to purchase
15,498,000  of  such  shares  (the  "Offered  Shares"), as hereinafter provided.


                                    AGREEMENT
                                    ---------

     1.     Conveyance.
            ----------   Subject  to  the  provisions  of  this  Agreement,  the
Sellers  agree  to  sell,  assign, transfer and convey to IBC, and IBC agrees to
purchase,  good  and  unencumbered  record title and beneficial ownership to the
Offered  Shares, free and clear of any security interests, liens or encumbrances
of  any  kind,  as  follows:

          (a)     The  price  per  share  payable  by IBC for each Offered Share
shall  be  the  average  closing  price per share for the Common Stock, $.01 par
value,  of  IBC  trading regular way on the New York Stock Exchange for the most
recent  20  consecutive  trading days ending on and including July 31, 2000 (the
"Share  Price").

          (b)     On  August  1, 2000, Sellers shall sell and IBC shall buy that
number  of the Offered Shares that can be purchased at the Share Price per share
for  an  aggregate  purchase  price  of  $40  million.

          (c)     On  September  1,  2000,  Sellers  shall  sell  and  IBC shall
purchase  the balance of the Offered Shares not purchased on August 1, 2000, for
the  sum  of  (i)  the  Share  Price  per share multiplied by the balance of the
Offered  Shares; plus  (ii) an amount equal to the 30-day LIBOR published in the
Wall  Street  Journal  on August 1, 2000, plus 150 basis points, multiplied by a
fraction  equal  to 31/360, applied to the total payment to be made by IBC under
Section  1(c)(i).

          (d)     All  payments  by  IBC  hereunder shall be by wire transfer of
immediately  available  funds,  in  accordance  with  wire transfer instructions
provided  by  Sellers,  against receipt of certificates representing the Offered
Shares then to be purchased, together with stock powers sufficient to accomplish
such  transfer.

     2.     Representations  and  Warranties  of Sellers.
            --------------------------------------------   The Sellers represent
and  warrant  to  IBC  as  follows:

          (a)     Sellers  have full corporate power and authority to enter into
and  consummate the transactions contemplated by this Agreement.  This Agreement
has  been  duly executed and delivered by each Seller, and constitutes the valid
and  binding agreement of each Seller, enforceable in accordance with its terms,
except  as  such  enforcement  may  be  limited by laws affecting or relating to
creditors'  rights  generally,  and  to  general  principles  of  equity.

          (b)     The  execution  and  delivery of this Agreement by the Sellers
does  not  violate,  conflict with or result in a breach of any provision of, or
constitute  default  under  the  Articles  of  Incorporation  or  Certificate of
Incorporation  of  either  Seller, nor any agreement or law applicable to either
Seller.  No  consents,  approvals or filings, other than such as have heretofore
been  obtained  or  made  are  required prior to or to authorize the sale of the
Offered  Shares  as  herein  contemplated.

     3.     Representations  and Warranties of IBC.
            --------------------------------------   IBC represents and warrants
to Sellers as follows:

          (a)     IBC  has  full corporate power and authority to enter into and
consummate  the transactions contemplated by this Agreement.  This Agreement has
been  duly  executed and delivered by IBC, and constitutes the valid and binding
agreement  of  IBC,  enforceable  in  accordance  with its terms, except as such
enforcement  may  be  limited by laws affecting or relating to creditors' rights
generally,  and  to  general  principles  of  equity.

          (b)     The  execution  and delivery of this Agreement by IBC does not
violate,  conflict with or result in a breach of any provision of, or constitute
a  default  under  the Certificate of Incorporation of IBC, nor any agreement or
law  applicable to IBC.  No consents, approvals or filings are required prior to
or  to  authorize  the  purchase  of  the Offered Shares as herein contemplated.

     4.     Further  Assurances.
            -------------------   Each  of  the  parties hereto agrees that from
time  to  time it shall promptly execute and deliver all further instruments and
documents,  and  take  all  such  further  action,  that  may  be  necessary  or
appropriate,  as reasonably requested by any other party, in order to accomplish
the  sale  and purchase of the Offered Shares pursuant to this Agreement and the
sale  of  the  Offered  Shares  pursuant  hereto.

     5.     Governing  Law.
            --------------  This Agreement shall be governed by the laws of the
State  of  Delaware.



<PAGE>
     IN WITNESS WHEREOF, IBC and the Sellers have executed this Agreement on the
date  first  above  written.








          RALSTON  PURINA  COMPANY


          By: /s/ James  M.  Neville
              ------------------------
              Vice  President  &  Senior
              Counsel, Law



          TOWER  HOLDING  COMPANY,  INC.


          By: /s/ Nancy E. Hamilton
              ------------------------------
              Nancy  E.  Hamilton
              Vice  President  &  Secretary


          INTERSTATE  BAKERIES  CORPORATION


          By:  /s/ Ray Sandy Sutton
              -----------------------------
              Ray  Sandy  Sutton
              Vice  President  &  General  Counsel