AMENDMENT #2 TO THE SHAREHOLDER AGREEMENT AND AMENDMENT TO THE SUPPLEMENT TO
                              SHAREHOLDER AGREEMENT


This  Amendment  #2 to the Shareholder Agreement and Amendment to the Supplement
to  Shareholder Agreement, dated as of July 24, 2000, ("July 2000 Amendment"),
is  made  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 wholly owned
subsidiary  of  Ralston  and  the  transferee  of all shares of IBC common stock
formerly  held  by  VCS  Holding  Company  ("VCS").

This July 2000 Amendment amends and supplements the Shareholder Agreement by and
among  IBC,  Ralston and VCS, dated July 22, 1995 (the "Shareholder Agreement"),
as  supplemented  and  amended by the Supplement to Shareholder Agreement by and
among  IBC, Ralston and VCS, dated July 25, 1995 (the "Supplemental Agreement"),
which  Supplemental Agreement is itself amended by this July 2000 Amendment; and
as  further  supplemented and amended by a Letter Agreement by and among IBC and
Ralston,  dated  July  3,  1997  (the  "Letter  Agreement"),  and  as  further
supplemented  and amended by the Amendment to Shareholder Agreement by and among
IBC,  Ralston  and  Tower  Holding,  dated  March  30,  2000  (the  "March  2000
Amendment").

Defined terms used herein without definition shall have the meanings ascribed to
them  in  the  Shareholder  Agreement  or  the  March  2000  Amendment.


                                   WITNESSETH


WHEREAS,  IBC, Ralston and VCS entered into the Shareholder Agreement to provide
certain rights and restrictions with respect to the IBC Equity owned by Ralston;
and

WHEREAS,  the  parties  have  agreed  to  enter this July 2000 Amendment to make
certain  amendments to the Shareholder Agreement, the Supplemental Agreement and
the  March  2000  Amendment;  and

WHEREAS,  the  parties  agree  that  by  entering this July 2000 Amendment, they
acknowledge  and confirm that they will continue to be bound by the terms of the
Shareholder  Agreement,  as  previously  supplemented  and  amended  by  the
Supplemental  Agreement,  the Letter Agreement and the March 2000 Amendment, all
as  amended  by  this  July  2000  Amendment.

NOW,  THEREFORE,  in  consideration  of the mutual covenants and obligations set
forth  herein,  the  parties  agree  as  follows:

1.     Section  4.1(a)  of the Shareholder Agreement, as amended by Section 9 of
the  March  2000  Amendment, is hereby deleted in its entirety and replaced with
the  following:

"(a)     Except  for  Transfers  permitted by Section 3.2(a) and (b) and Section
10.6(a),  and  Transfers  to  a Person making a tender offer for outstanding IBC
Equity  which is recommended to shareholders of IBC by the board of directors of
IBC,  during  the  term  of this Agreement, Ralston and its Affiliates shall not
sell  any  shares  of IBC Equity to any Person unless it has first made an offer
(the  "First  Offer") to sell such shares to IBC in accordance with this Article
IV  and  such  First  Offer  shall have been rejected or not accepted within the
Applicable  Acceptance  Period (as hereinafter defined); provided, however, that
if Ralston or any of its Affiliates propose to sell a specified number of shares
of  IBC  Equity pursuant to a Transfer permitted by Section 3.2(f) and the First
Offer  shall  have been rejected by IBC, the proposed Transfer by Ralston or its
Affiliates  may  proceed at any time thereafter under Rule 144 without regard to
the  20  day  period  referenced  in  Section  4.1(d)."

2.     Section  10.6  of  the Shareholder Agreement, as amended by Section 15 of
the  March  2000  Amendment, is hereby deleted in its entirety and replaced with
the  following:

"Section  10.6  -  Maximum  Allowed  Ownership  of  IBC  Securities.

"(a)  Ralston  and  Tower  Holding  agree  to  sell, and IBC agrees to purchase,
15,498,000  shares  of  IBC  Stock on such date or dates, and in accordance with
such  terms  and  conditions,  as  are  set  forth in a Share Purchase Agreement
entered  into  by  Ralston,  Tower  Holding  and  IBC contemporaneously with the
execution  of  this  July  2000  Amendment.

"(b)  Ralston  covenants and agrees that by August 1, 2004, the ownership of IBC
Securities  by Ralston and its Affiliates shall be not more than 15% of the then
total  outstanding  IBC  Securities.

"(c)  Ralston  covenants and agrees that by August 1, 2005, the ownership of IBC
Securities  by Ralston and its Affiliates shall be not more than 10% of the then
total  outstanding  IBC  Securities.

"(d)  In  the  event that Ralston and its Affiliates do not attain the levels of
ownership  of  IBC  Equity  provided  for in paragraphs (b) and (c) above by the
prescribed  dates,  IBC  shall thereafter be entitled to purchase at one time or
from  time  to  time, all or any portion of the IBC Equity then owned by Ralston
and  its  Affiliates which would have otherwise been required to have been sold,
at  a  purchase  price  equal  to  the  IBC  Market  Price  of  the IBC Equity."

3.     Paragraph  4 of the Supplemental Agreement is deleted in its entirety and
a  new  Paragraph  4  inserted  as  follows:

"If the Chief Executive Officer of IBC notifies RPC that the number of shares of
IBC  Securities owned by such officers, directors and employees who are or would
be deemed to be Affiliates of Ralston exceeds the greater of the 2% threshold or
the  aggregate  number  of  shares  (adjusted for any stock split, reverse stock
split,  stock  dividend  or any similar event) owned by such officers, directors
and  employees  as  of  August  1,  2000 (collectively, the "Permitted Affiliate
Holdings"), then Ralston shall immediately take such action necessary (including
the  delivery  of  one  of its Demand Notices) to divest at least that number of
shares  of  IBC Securities equal to the number of shares owned by such officers,
directors and employees in excess of the Permitted Affiliate Holdings; provided,
that neither (a) options to purchase IBC Securities held by James R. Elsesser as
of August 1, 2000 or granted to him on any succeeding date by IBC, nor (b) James
R.  Elsesser's beneficial ownership of IBC Securities acquired upon the exercise
of  such  IBC  stock  options  shall be included for purposes of calculating the
Permitted  Affiliate  Holdings,  but shares issued by IBC in connection with the
exercise of any such options shall be included in any calculation of outstanding
shares  of  the  IBC  Securities."

4.     In all respects, the parties hereby agree that the Shareholder Agreement,
the  Supplemental  Agreement, the Letter Agreement and the March 2000 Amendment,
as  amended  by  this  July  2000  Amendment,  remain  in full force and effect.


IN  WITNESS  WHEREOF,  the  parties  have  executed  this  Amendment  #2  to the
Shareholder  Agreement  and Amendment to the Supplement to Shareholder Agreement
as  of  the  24th  day  of  July,  2000.


INTERSTATE  BAKERIES  CORPORATION

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


RALSTON  PURINA  COMPANY          TOWER  HOLDING  COMPANY,  INC.


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