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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K


   /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934

       FOR THE FISCAL YEAR ENDED MARCH 27, 2001 OR

   / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934

       FOR THE TRANSITION PERIOD FROM __________ TO ___________

                         COMMISSION FILE NUMBER: 1-7554


                             THE EARTHGRAINS COMPANY
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


                 DELAWARE                                36-3201045
     (STATE OR OTHER JURISDICTION OF         (IRS EMPLOYER IDENTIFICATION NO.)
      INCORPORATION OR ORGANIZATION)

8400 MARYLAND AVENUE, ST. LOUIS, MISSOURI                   63105
 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                (ZIP CODE)

        REGISTRANT'S TELEPHONE NUMBER INCLUDING AREA CODE: (314) 259-7000

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           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                                                   NAME OF EACH EXCHANGE
           TITLE OF EACH CLASS                      ON WHICH REGISTERED
           -------------------                      -------------------
     COMMON STOCK -- $.01 PAR VALUE               NEW YORK STOCK EXCHANGE
     PREFERRED STOCK PURCHASE RIGHTS              NEW YORK STOCK EXCHANGE

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                                      NONE
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

                                 Yes /X/ No / /

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. /X/

State the aggregate market value of the voting stock held by non-affiliates of
the registrant.

                        $1,091,915,586 AS OF MAY 25, 2001

Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of the latest practicable date.

        $.01 PAR VALUE COMMON STOCK: 42,623,594 SHARES AS OF MAY 25, 2001


                     DOCUMENTS INCORPORATED BY REFERENCE

  Portions of Annual Report to Shareholders for the
     Fiscal Year Ended March 27, 2001............PART I, PART II, and PART IV

  Portions of Definitive Proxy Statement for the Annual
     Meeting of Shareholders on July 13, 2001....PART II and PART III

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          CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

      Matters discussed in this annual report (particularly Item 7) contain
forward-looking information, as defined in the Private Securities Litigation
Reform Act of 1995. Forward-looking statements are based on the best current
information and reasonable assumptions about anticipated developments in
order to provide the clearest possible description of Earthgrains' business
and outlook. However, because of the risks and uncertainties that always
exist in any operating environment or business, Earthgrains cannot make any
assurances that these expectations will prove correct. Actual results and
developments may differ materially, depending upon the prices of raw
materials, fuel, commodities and other goods purchased; the ability of the
Company to realize projected savings from productivity and product-quality
improvements; the ability of the Company to continue to participate in
industry consolidation and to successfully integrate acquired businesses;
labor costs and labor relations; legal proceedings to which the Company may
become a party; competitive pricing; economic conditions in the Company's
countries of operations, including currency values and interest rates; and
other factors.

      Earnings before interest expense, income taxes, depreciation,
amortization and minority interest expense ("EBITDA") and cash earnings per
diluted share are used in this report because they are financial indicators
of cash-generation capability and a company's ability to incur and service
indebtedness. Earthgrains' calculation of EBITDA may not be identical to that
used by other companies. EBITDA is not the same as income from operations or
cash flow from operating activities, and cash earnings per diluted share is
not the same as earnings per diluted share as determined in accordance with
generally accepted accounting principles. EBITDA margin is expressed as a
percentage of net sales.

                                    PART I

ITEM 1.    BUSINESS.

Earthgrains Overview
--------------------

      The Earthgrains Company (the "Company") is an international
manufacturer, distributor and consumer marketer of packaged fresh bread and
baked goods and refrigerated dough products.

      The Company began operations in 1925 with one bakery. In 1982,
Anheuser-Busch Companies, Inc. ("AB") acquired the Company (then a
publicly-traded company known as Campbell-Taggart, Inc.). The Company again
became an independent, publicly-traded company on March 26, 1996, when
Anheuser-Busch distributed 100% of the shares of the Company to its
shareholders in a spin-off. The Company's common stock began trading on the
New York Stock Exchange on March 27, 1996, under its current name and the
symbol "EGR."

      The Company's operations are divided into two principal businesses:
Bakery Products and Refrigerated Dough Products. The Company's Bakery
Products business manufactures and distributes fresh-baked goods such as
baked breads, buns, rolls, bagels, cookies, snack cakes and other sweet goods
in the United States and fresh-baked sliced bread, buns, snack cakes, sweet
buns and brioche in Spain and Portugal. In March 2000, the Company completed
the purchase of Metz Holdings, Inc., and its operating subsidiaries,
including Metz Baking Company. The acquisition added profitable brands and
territory in the Upper Midwest to the Company's domestic baking business. The
Company continues to be the market-share leader in its overall fresh-bakery
territory and now serves more than 50 percent of the U.S. population.

      The Company's Refrigerated Dough Products business manufactures many
different refrigerated dough products in the United States including
biscuits, specialty biscuits, dinner rolls, danishes, cookie dough, crescent
rolls, breadsticks, cinnamon rolls, pizza crusts, pie crusts and toaster
pastries. The Company's Refrigerated Dough Products business also
manufactures and sells refrigerated dough products throughout Western Europe,
and makes packaged rolled dough, which is used to prepare foods such as
quiches, tarts and pies.

BAKERY PRODUCTS

Overview
--------

      The Company operates fresh packaged-bread and bakery-products
businesses in the United States and Europe. The Company offers a wide range
of products in the popular, premium and superpremium segments of the market.
It sells primarily to retail grocers and other food outlets, and also serves
leading food service and fast food customers with

                                      2

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products. The products are delivered to customers' outlets primarily by way
of a Company-owned direct-store-delivery route system. In accordance with the
fresh-baked goods industry practice, the Company accepts returns of
fresh-baked goods that have not been sold by retailers by a prescribed
freshness date, and operates retail thrift stores that sell certain returned
products.

U.S. Bakery Products
--------------------

      The Company's U.S. Bakery Products division operates 55 direct-store-
delivery bakeries and six Diversified Products bakeries that supply the
entire system with specialized products. The U.S. Bakery Products division
markets its white and wheat breads, buns, rolls and other bakery products
under leading brand names in six regions in all or part of 33 states, and
across the country to food-service and fast-food customers such as Burger
King(R), Pizza Hut(R), Waffle House(R) and Jack in the Box(R). The markets
served by the 55 bakeries in these six regions include 27 sales zones. The
Company's six Diversified Products bakeries make products that include hearth
breads, shelf-stable bagels, croissants, breadsticks, frozen dough products
and snack cakes, which are distributed to all six regions and nationally to
food service customers.

      The fresh-baked goods are sold primarily on a wholesale basis through a
variety of distribution systems, including approximately 4,900 Company-owned
direct-store delivery routes, to grocers, restaurants and institutions in
areas generally within a 300-mile radius of the producing bakery. The Company
operates approximately 450 retail thrift stores that sell certain returned
products.

      The U.S. Bakery Products division is an industry leader in the use of
information technology for category management and scan-based trading. The
division is also active in industry consolidation, making eight acquisitions
in the last five years.

European Bakery Products
------------------------

      The Company's European Bakery Products division markets more than 240
branded products through approximately 1,275 Company-owned direct-store
delivery routes and 350 independent operators in Spain (including the Canary
Islands) and Portugal. The primary European Bakery Products subsidiary,
Bimbo, S.A., operates 11 bakeries in Spain (including one in the Canary
Islands), and one bakery in Portugal. The division is the leading producer of
fresh-baked sliced bread and buns in Spain and the second-largest producer of
sliced bread in Portugal. The European Bakery Products division also produces
and markets snack cakes and other sweet goods. In 1999, the acquisition of
Reposteria Martinez, a cake and sweet goods manufacturer, made the Company
the second-largest cake producer in Spain. On January 1, 2001, the division
acquired the Ortiz toasted bread operations from Nutrexpa, S.A., making the
Company the market leader in toasted bread products. The European Bakery
Products division is the branded market leader in the retail sweet-good
segments of cake, sweet buns and brioche. Bimbo, S.A., also operates a
separate store-brand (private label) bread, bun and cake business, Pimad,
S.A., a subsidiary that uses a separate manufacturing and distribution
system.

REFRIGERATED DOUGH PRODUCTS

Overview
--------

      The Company operates refrigerated dough businesses in the United States
and Europe, and offers a wide variety of dough products that are convenience
packaged for in-home preparation and bake-off by the ultimate consumer. These
products are sold primarily to retail grocers by both Company salespeople and
food brokers, and are delivered to retailers' central warehouses. The Company
also co-packs product for other branded food manufacturers.

U.S. Refrigerated Dough Products
--------------------------------

      The Company's U.S. Refrigerated Dough Products division is one of only
two manufacturers of canned refrigerated dough in the United States. The
Company is the only manufacturer of store-brand (private label) canned
refrigerated dough and one of the largest store-brand toaster pastry
producers in the United States. The Company's Refrigerated Dough Products
include biscuits, specialty biscuits, dinner rolls, crescent rolls, cinnamon
rolls, cookie dough, breadsticks, pizza crusts and pie crusts. U.S.
Refrigerated Dough Products manufactures its products at two plants and
markets them nationwide under more than 100 store brands. The division also
sells products under the Company's brand name, Merico, and under a licensed
brand name. The products are sold in grocery retailers' refrigerated
sections.

                                      3

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European Refrigerated Dough Products
------------------------------------

      The Company's European Refrigerated Dough Products division produces
and markets products under the CroustiPate brand name, and also manufactures
store-brand (private label) products. The primary European Refrigerated Dough
Products subsidiary, EuroDough, S.A.S., operates four plants in France. The
division's product line includes refrigerated canned, rolled, and block
dough, and frozen dough, and it is the only manufacturer of canned
refrigerated dough in Europe. The Company has a contract-packaging
arrangement to manufacture products for the Pillsbury Company and Danone
Group. Serving all of Western Europe, the division recently expanded
distribution of its CroustiPate products into Germany and the Benelux
countries. The 1998 acquisition of Chevalier Servant increased the division's
production capacity, adding new product capabilities, including those for
yeast-leavened refrigerated pizza dough. The acquisition of Patrick Raulet,
S.A., in 1999 added significant store-brand and branded business, making the
division the largest refrigerated dough supplier in Western Europe.

Competition
-----------

GENERALLY

      The Company's ability to sell its products depends on its ability to
attain store shelf space in relation to competing brands and other food
products. Future growth for the Company will depend on the Company's ability
to continue to: streamline and reduce operating costs, maintain effective
cost control programs, improve branded product mix, take advantage of
industry consolidation opportunities, develop successful new products,
maintain effective pricing and promotion of its products, and provide
superior customer service. Effective investment of capital, and in
technology, will play important roles in achieving these goals.

      The fresh-baked, refrigerated, and frozen dough product lines also
compete with other alternative foods.

BAKERY PRODUCTS

      The packaged bakery products business is highly competitive. There is
intense price, product, and service competition with respect to all of the
Company's products. Competition is based on product quality, price, brand
loyalty, effective promotional activities, and the ability to identify and
satisfy emerging consumer preferences. Customer service, including
appropriate frequency of deliveries and maintenance of fully-stocked shelves
with fresh products, is an important competitive factor that is central to
the competition for retail shelf space among fresh-baked goods manufacturers.
Certain market areas of the fresh baked goods business continue to exhibit
lower margins due to regional differences in price levels, product mix, and
input costs.

      The Company competes with other national and regional wholesale
bakeries, large grocery chains that have vertically integrated or in-store
bakeries, small retail bakeries, and many producers of alternative foods. The
identities and number of competitors vary from market to market. The
Company's leading competitors in the fresh-baked goods business include
Interstate Bakeries Corporation, Flowers Foods, Inc., and Bestfoods Baking
Company.

      The Company's leading competitor in Spain manufactures products under
the brand name Panrico, but the Company experiences competition from small
regional bakeries in Spain as well.

REFRIGERATED DOUGH PRODUCTS

      In the refrigerated dough product business in the U.S., the Company
competes primarily with The Pillsbury Company, which produces branded
products with which the Company's store brand products compete. In addition,
the Company's other major competitors in the refrigerated dough and toaster
pastry business include Nestle USA, Inc., the Kellogg Company and Nabisco,
Inc.

      The Company is the only manufacturer of canned refrigerated dough in
Europe. However, the Company competes with Nestle S.A., UNIQ plc, and small
regional manufacturers of rolled, block and frozen dough products.

Raw Materials
-------------

      The products manufactured by both of the Company's business segments
require a large volume of various agricultural products, including wheat for
flour, soybean oil for shortening, and corn for high fructose corn syrup.
Agricultural commodities represented 21-24% of the Company's cost of products
sold for the 2001 fiscal year. The Company fulfills its commodities
requirements through purchases from various sources, including futures
contracts,

                                      4

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options, contractual arrangements, and spot purchases on the open market. The
commodity markets have experienced, and may continue to experience,
significant price volatility. The price and supply of raw materials will be
determined by, among other factors, the level of crop production, weather
conditions, export demand, government regulations, and legislation affecting
agriculture. The Company believes that adequate supplies of agricultural
products are available at the present time, but cannot predict future
availability or prices of such products and materials.

Brand Names and Trademarks
--------------------------

GENERALLY

      The Company regards consumer recognition of and loyalty to its brand
names and trademarks as being extremely important to its long-term success.
The Company believes that its registered and common law trademarks are
instrumental to its ability to create demand for and to market its products.
There are currently no pending challenges to the use or registration of any
of the Company's significant trademarks.

BAKERY PRODUCTS

      The Company sells bakery products in the popular, premium and
superpremium segments. The U.S. Bakery Products division's primary brand
names in the popular segment for breads, buns and rolls are Colonial, Rainbo,
Heiner's, Kern's, Grandma Sycamore's, Mother's, Old Home and Master. IronKids
is a brand of special-recipe white bread for children. In the premium
segment, products include premium wheat and variety breads under Grant's
Farm(R), a licensed brand name. Superpremium specialty breads, bagels and
other bakery products are sold under the brand names Earth Grains, San Luis
Sourdough and Redding French Bakery. Break Cake is the primary brand name for
snack cakes and other sweet goods. The division also sells products in the
United States under the licensed franchise brands including Sunbeam(R), Roman
Meal(R), Country Hearth(R), Sun Maid(R), Holsum(R), Taystee(R), Healthy
Choice(R) and D'Italiano(R). The Company owns several federally registered
trademarks, including Rainbo, IronKids, and Earth Grains.

      The European Bakery Products division's popular segment products
include white breads and buns under the Bimbo brand name and toasted bread
under the Ortiz brand name. Silueta is the brand name for premium wheat and
variety breads. Superpremium specialty breads bear the Semilla de Oro brand
name, and snack cakes and sweet goods are manufactured and sold under brand
names including Martinez, Madame Brioche and Bimbo.

REFRIGERATED DOUGH PRODUCTS

      In addition to manufacturing and selling refrigerated dough products
under many different store brands, the U.S. Refrigerated Dough Products
division sells its products under the Company's Merico brand name and the
licensed Sun Maid(R) brand name. The European Refrigerated Dough Products
division sells canned and rolled dough under various store brands as well as
under the CroustiPate brand name.

Seasonality
-----------

      The Company does experience minimal seasonal fluctuation in demand.
Typically, sales of bakery products are seasonally stronger in the first and
second quarters of the Company's fiscal year and sales of refrigerated dough
products are seasonally stronger in the third quarter of the Company's fiscal
year.

Backlog
-------

      The Company's relationship with its customers and its manufacturing and
inventory practices do not provide for the traditional backlog associated
with some manufacturing entities and no backlog data is regularly prepared or
used by management.

Research and Development
------------------------

      The Company actively works to develop new products and to improve
existing products. The dollar amounts expended by the Company during each of
the past three fiscal years on such development activities are not considered
to be material relative to the Company's overall business and operations.

Environmental Matters
---------------------

      The operations of the Company are subject to various Federal, state,
and local laws and regulations with respect to environmental matters.
Additional information regarding such matters is provided in Item 3 of this
report.

                                      5

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Employees
---------

      As of March 27, 2001, the Company employed approximately 25,400 people,
of which approximately 21,300 were based in the United States. Approximately
70% of the Company's domestic employees work under approximately 275 union
contracts. The Company believes its labor relations to be satisfactory.

Business Segment and Geographic Information
-------------------------------------------

      The percentage of net sales attributable to the Company's business
segments for fiscal year 2001 was 88.1% for Bakery Products and 11.9% for
Refrigerated Dough Products. In addition to the information provided in Items
1 and 2 in this Form 10-K, further information regarding the Company's
business segments and geographic information is contained in Notes 12 and 13
on pages 36 and 37 of the Company's Annual Report to Shareholders for fiscal
year 2001, and is hereby incorporated by reference.

ITEM 2.    PROPERTIES.

      Domestically, the Company operates 63 manufacturing facilities in 24
states. The Company's European subsidiaries own and operate 12 bakeries in
Spain (including the Canary Islands) and Portugal, and four refrigerated
dough manufacturing plants in France. The Company's domestic bakeries operate
at approximately 85% of capacity. The Company owns all of its manufacturing
facilities, except for the facilities in Detroit, Michigan; Rock Island,
Illinois; Birmingham, Alabama; Fort Payne, Alabama; and two facilities in San
Luis Obispo, California, which are leased. The Detroit facility is subject to
a lease which expires in 2019 and which gives the Company the option to
purchase the property at fair market value at any time during the lease term.
The Rock Island facility is subject to two leases, both of which expire in
2006, and each of which grant the Company three consecutive five-year renewal
options. The Birmingham facility is subject to a lease that expires in 2006.
The Fort Payne facility is subject to two leases that expire in 2010 and
2016, respectively; both leases give the Company an option to purchase the
property. The leases for the San Luis Obispo facilities expire in 2004 and
2008 respectively, and one lease gives the Company an option to purchase the
property. Domestically, the Company operates approximately 450 retail thrift
stores and maintains approximately 630 distribution centers, the majority of
which are leased. The Company also owns and leases retail thrift stores and
distribution centers in Spain. The Company owns its corporate headquarters
and a research and development facility in St. Louis, Missouri. The Company
leases space in St. Louis, Missouri, for its Financial Shared Services
Center; that lease expires in 2004, and the Company has a five-year renewal
option. The Company also subleases space in St. Louis for the corporate
headquarters of its Refrigerated Dough Products division. That tenancy is
pursuant to a sublease which expires in 2004 with options, at the Company's
discretion, to enter into a direct lease for a period of either six
additional years or one additional year with a further five-year renewal
option. The Company leases its Spanish corporate headquarters in Barcelona,
Spain. The Company maintains approximately 7,900 motor vehicles in its
domestic fleet, which are used principally in the sales and distribution of
its products.

      The Company's Worldwide Bakery Products facilities and the products
manufactured at each are as follows:

<TABLE>
<CAPTION>
U.S. BAKERY PRODUCTS

PLANTS                               PRODUCTS
------                               --------
<S>                                  <C>
Albuquerque, New Mexico              Bread & Buns
Atlanta (Decatur), Georgia           Bread & Buns
Birmingham, Alabama                  Bread & Buns
Chattanooga, Tennessee               Bread & Buns
Chicago, Illinois                    Bread
Dallas, Texas                        Bread & Buns
Denver (Commerce City), Colorado     Bread & Buns
Detroit (Highland Park), Michigan    Bread & Buns
Dothan, Alabama                      Bread & Buns
Dubuque, Iowa                        Bread & Buns
Eau Claire, Wisconsin                Buns & Muffins

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<CAPTION>
<S>                                  <C>
El Paso, Texas                       Bread & Buns
Fergus Falls, Minnesota              Bread
Fresno, California                   Bread & Buns
Grand Junction, Colorado             Bread & Buns
Grand Rapids, Michigan               Bread, Buns, Donuts & Frozen Dough
Harlingen, Texas                     Bread & Buns
Hastings, Nebraska                   Bread & Buns
Houston, Texas                       Bread & Buns
Huntington, West Virginia            Bread & Buns
Huntsville, Alabama                  Buns
Hutchinson, Kansas                   Buns
Knoxville, Tennessee                 Buns
London, Kentucky                     Bread & Buns
Lubbock, Texas                       Bread & Buns
Madison, Wisconsin                   Bread, Buns, Donuts & Sweet Rolls
Marquette, Michigan                  Bread & Buns
Memphis, Tennessee                   Bread & Buns
Meridian, Mississippi                Bread & Buns
Milwaukee, Wisconsin                 Bread & Buns
Minneapolis (Roseville), Minnesota   Bread & Buns
Mobile, Alabama                      Bread & Buns
Nashville, Tennessee                 Bread & Buns
Oakland, California                  Bread, Buns & English Muffins
Oklahoma City, Oklahoma              Bread & Buns
Omaha (Bellevue), Nebraska           Bread & Buns
Orangeburg, South Carolina           Bread & Buns
Owensboro, Kentucky                  Bread & Buns
Phoenix, Arizona                     Bread & Buns
Redding, California                  Bread & Buns
Rock Island, Illinois                Bread & Buns
Sacramento, California               Bread & Buns
Salt Lake City, Utah                 Bread & Buns
San Antonio, Texas                   Bread & Buns
San Luis Obispo, California (2)      Bread & Buns
Sioux City, Iowa                     Bread & English Muffins
Sioux Falls, South Dakota            Bread, Buns & Donuts
South Sioux City, Nebraska           Buns & Pies
Springfield, Missouri                Bread & Buns
Stockton, California                 Bread, Buns & Sweet Goods
Tucson, Arizona                      Bread & Buns
Valdese, North Carolina              Bread & Buns
Watertown, South Dakota              Sweet Goods & Donuts
Wichita, Kansas                      Bread & Buns
</TABLE>

                                      7

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<TABLE>
<CAPTION>
DIVERSIFIED PRODUCTS

PLANTS                               PRODUCTS
------                               --------
<S>                                  <C>
Albuquerque, New Mexico              Bagels
Beatrice, Nebraska                   Fruit Cakes
Fort Payne, Alabama                  Bread, Buns, Sweet Goods & Bagels
LaCrosse, Wisconsin                  Croutons & Stuffing Mix
Paris, Texas                         Bread, Buns, Sweet Goods & Frozen Dough
Rome, Georgia                        Granola Bars

EUROPEAN BAKERY PRODUCTS

PLANTS                               PRODUCTS
------                               --------
Aguimes (Canary Islands), Spain      Bread & Buns
Albergaria-a-Velha, Portugal         Bread
Almansa (Albacete), Spain            Bread & Buns
Antequera (Malaga), Spain            Bread & Buns
Azuqueca de Henares (Guadalajara),
Spain                                Bread
Briviesca (Burgos), Spain            Sweet Goods
El Espinar (Segovia), Spain          Sweet Goods
Granollers (Barcelona), Spain        Bread & Buns
Las Mercedes (Madrid), Spain         Bread & Buns
Palma de Mallorca (Majorca,
Balearic Islands), Spain             Bread & Buns
Solares (Cantabria), Spain           Bread & Buns
Vergel (Alicante), Spain             Toasted Bread
</TABLE>

The Company's Worldwide Refrigerated Dough Products facilities and the
products manufactured at each are as follows:

<TABLE>
<CAPTION>
U.S. REFRIGERATED DOUGH PRODUCTS

PLANTS                                 PRODUCTS
------                                 --------
<S>                                    <C>
Atlanta (Forest Park), Georgia         Refrigerated Dough & Toaster Pastries
Dallas (Carrollton), Texas             Refrigerated Dough

EUROPEAN REFRIGERATED DOUGH PRODUCTS

PLANTS                                 PRODUCTS
------                                 --------
Dole, France                           Refrigerated Dough
Lievin, France                         Refrigerated & Frozen Dough
Valence, France                        Refrigerated Dough
Vittel, France                         Refrigerated Dough
</TABLE>


      The Company believes that its facilities are well-maintained, suitable,
and adequate for its immediate needs. Additional space is available if needed
to accommodate expansion.

                                      8

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ITEM 3.    LEGAL PROCEEDINGS.

      As a manufacturer and marketer of food items, the Company's operations
are subject to regulation by various government agencies, including the
United States Food and Drug Administration. Under various statutes and
regulations, such agencies prescribe requirements and establish standards for
quality, purity, and labeling. Under the Nutrition and Labeling Act of 1990,
as amended, food manufacturers are required to disclose nutritional
information on their labels in a uniform manner. The finding of a failure to
comply with one or more regulatory requirements can result in a variety of
sanctions, including monetary fines or compulsory withdrawal of products from
store shelves. The Company may also be required to comply with state and
local laws regulating food handling and storage.

      The operations of Earthgrains, like those of similar businesses, are
subject to various Federal, state, and local laws and regulations with
respect to environmental matters, including air and water quality,
underground fuel storage tanks, and other regulations intended to protect
public health and the environment. From time to time, Earthgrains has
received notices from the U.S. Environmental Protection Agency ("EPA") that
it has been identified as a potentially responsible party ("PRP") with
respect to certain locations under the Comprehensive Environmental Response,
Compensation and Liability Act and may be required to share in the cost of
site cleanup. In June 2000, the Company received a request for information
from the EPA pertaining to the Company's refrigerant handling practices, and
the Company is cooperating with the EPA in connection with that request.
While it is difficult to quantify with certainty the financial impact of
actions related to environmental matters, based on the information currently
available, it is management's opinion that the ultimate liability arising
from such matters, taking into account established reserves, should not have
a material effect on Earthgrains' results of operations, cash flows from
operations, or financial position.

      The Company is involved in certain legal proceedings arising in the
normal course of business. Although it is impossible to predict the outcome
of any legal proceeding and the Company cannot estimate the range of the
ultimate liability, if any, relating to these proceedings, the Company
believes that it has meritorious defenses to the claims pending against it in
such proceedings and that the outcome of such proceedings should not,
individually or in the aggregate, have a material adverse effect on the
results of operations or financial condition of the Company.

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

      There were no matters submitted to a vote of the security holders,
through the solicitation of proxies or otherwise, during the fourth quarter
of the 2001 fiscal year.


                     EXECUTIVE OFFICERS OF THE REGISTRANT

      BARRY H. BERACHA (age 59) is Chief Executive Officer and Chairman of
the Board of Directors of the Company, positions he has held since 1993. From
1976 through 1996, he was a Vice President and Group Executive of
Anheuser-Busch Companies, Inc. ("AB"), and during that time served in various
positions for various AB subsidiaries. In addition, he currently serves as a
member of the Board of Directors for the Pepsi Bottling Group, Inc.,
McCormick & Company, Inc. and Transora, a business-to-business electronic
marketplace for consumer packaged goods companies.

      JOHN W. ISELIN, JR. (age 48) is the Company's Executive Vice President
and Chief Operating Officer, a position he has held since March 2001. He
served as President, Worldwide Bakery Products from 1999 through March 2001
and as Executive Vice President (U.S. Bakery Products) of the Company from
1994 through 1999.

      WILLIAM H. OPDYKE (age 57) is the Company's President of Worldwide
Refrigerated Dough Products and International Baking, a position he has held
since March 2001. He served as President of Worldwide Refrigerated Dough
Products, Technology and Purchasing, from 1999 to March 2001. He served as
Executive Vice President (Refrigerated Dough Products) from 1995 through
1999.

      MARK H. KRIEGER (age 48) is the Company's Vice President and Chief
Financial Officer, positions he has held since 1994.

      JUDITH M. ABRAMS (age 43) is the Company's Vice President - Corporate
Planning and Development, a position she has held since April 2000. Ms.
Abrams has held a variety of positions with Edison Brothers Stores, Inc.
("Edison Bros."), a specialty retailer of men's and women's fashion apparel
and footwear, where she was employed from 1986 through 2000. Most recently,
Ms. Abrams served as Acting Chief Financial Officer of Edison Bros. from
1999 through 2000, and served as Vice President and Controller from 1998 to
1999. From 1997 to 1998, she served as

                                      9

<PAGE>
<PAGE>

Vice President, Financial Planning and Analysis. From 1986 to 1997, Ms.
Abrams held a number of positions with Edison Bros., including Assistant to
the Chief Financial Officer and various merchandise-related positions.

      On March 9, 1999, Edison Bros. filed voluntary petitions of relief
under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court,
District of Delaware. The cases were procedurally consolidated and are being
jointly administered under case number 99-529. At and prior to the time of
filing, Ms. Abrams served as Vice President and Controller of Edison Bros.

      BARRY M. HORNER (age 52) is the Company's President, U.S. Bakery
Products, a position he has held since 1999. He served as Vice President
(Bakery Operations) from 1996 through 1999. Mr. Horner served as Executive
Vice President of Sales and Distribution of the Company's domestic baking
operations from 1994 until 1996.

      MIGUEL LLADO (age 44) is President - European Bakery Products, a
position he has held since January 2001. From 1996 through December 2000, he
was Director, and then Vice President, of Sales and Marketing for Bimbo,
S.A., the Company's primary European Bakery Products subsidiary. Before
working for the Company, Mr. Llado served in various management positions at
Frito-Lay, Inc., both in Europe and the United States.

      JOSEPH M. NOELKER (age 52) is the Vice President, General Counsel, and
Corporate Secretary of the Company, positions he has held since 1996. Mr.
Noelker served as Associate General Counsel of AB from 1987 until 1996.

      KEVIN W. OLIVER (age 43) is the Company's Vice President - Human
Resources, a position he has held since April 2000. From 1990 through 2000,
he served in a number of Labor Relations and Human Resources positions of
increasing responsibility at Frito-Lay, Inc. Most recently, from 1999 to
2000, he was the Vice President - Human Resources - Sales. He also served as
the Vice President - Labor Relations from 1997 to 1999.



OTHER SIGNIFICANT OFFICERS

      VIRGIL H. REHKEMPER (age 42) is Vice President and Controller of the
Company, positions he has held since 1997. Prior to that he served as
Controller of the Company from 1995 until 1997, and from 1990 to 1995, he was
Manager, Financial and Operational Audit of AB.

      MICHAEL A. SALAMONE (age 42) is Vice President and Treasurer of the
Company, positions he has held since 1996. From 1991 until 1993 he served as
Assistant Treasurer of Pet Incorporated and as Vice President and Treasurer
from 1993 until 1995.

                                   PART II

ITEM 5.    MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
           MATTERS

      The information required by this Item is hereby incorporated by
reference to Note 8 on page 34 of the Company's Annual Report to Shareholders
for fiscal year 2001 and page 8 of the Company's Proxy Statement for the
Annual Meeting of Shareholders on July 13, 2001. As of May 25, 2001, the
Company had approximately 15,400 shareholders of record.

ITEM 6.    SELECTED FINANCIAL DATA

      The information required by this Item is hereby incorporated by
reference to page 16 of the Company's Annual Report to Shareholders for
fiscal year 2001.

ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULT OF OPERATIONS

      The information required by this Item is hereby incorporated by
reference to page 15 and pages 17-21 of the Company's Annual Report to
Shareholders for fiscal year 2001.

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

      The information required by this Item is hereby incorporated by
reference to pages 22-39 of the Company's Annual Report to Shareholders for
fiscal year 2001.

                                     10

<PAGE>
<PAGE>

ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
           FINANCIAL DISCLOSURE

      There have been no disagreements with PricewaterhouseCoopers LLP, the
Company's independent accountants, on accounting principles or practices or
financial statement disclosures. The Company has not changed its independent
accountants during the two most recent fiscal years, nor since the end of the
most recent fiscal year.

                                   PART III

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

      The information required by this Item with respect to Directors is
hereby incorporated by reference to pages 4-7 of the Company's Proxy
Statement for the Annual Meeting of Shareholders on July 13, 2001. The
information required by this Item with respect to Executive Officers is
presented in this Form 10-K immediately following the response to Item 4.

ITEM 11.   EXECUTIVE COMPENSATION

      The information required by this Item is hereby incorporated by
reference to page 8 and pages 13-18 of the Company's Proxy Statement for the
Annual Meeting of Shareholders on July 13, 2001.

ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The information required by this Item is hereby incorporated by
reference to pages 2 and 9 of the Company's Proxy Statement for the Annual
Meeting of Shareholders on July 13, 2001.

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      There are no relationships or related transactions reportable under
Item 13.

                                   PART IV

ITEM 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

<TABLE>
<CAPTION>
(a)   THE FOLLOWING DOCUMENTS ARE FILED AS PART OF THIS REPORT:

      1.   FINANCIAL STATEMENTS:                                                    Page(s)
                                                                                    -------
           <S>                                                                         <C>
           Consolidated Balance Sheets as of March 27, 2001, and March 28, 2000         22*

           Consolidated Statements of Earnings for the fiscal year ended
           March 27, 2001; the fiscal year ended March 28, 2000; and the
           fiscal year ended March 30, 1999                                             23*

           Consolidated Statements of Cash Flows for the fiscal year ended
           March 27, 2001; the 24* fiscal year ended March 28, 2000; and the
           fiscal year ended March 30, 1999                                             24*

           Consolidated Statements of Shareholders' Equity for the fiscal
           year ended March 27, 2001; the fiscal year ended March 28, 2000;
           and the fiscal year ended March 30, 1999                                     25*

           Notes to Consolidated Financial Statements                                   26-38*

           Report of Independent Accountants                                            39*

<FN>
         * Incorporated herein by reference to the indicated pages of the
           Annual Report to Shareholders for fiscal year 2001.
</TABLE>

      2.   FINANCIAL STATEMENT SCHEDULES

           Financial Statement Schedules are omitted because they are not
           applicable or the required information is shown in the
           Consolidated Financial Statements or Notes thereto.

                                     11

<PAGE>
<PAGE>

     3.   EXHIBITS

     3.1       --     Amended and Restated Certificate of Incorporation of
                      The Earthgrains Company (dated February 26, 1996)
                      (incorporated by reference to Exhibit 3.1 to Form 10-K
                      for the fiscal year ended March 25, 1997).

     3.2       --     Certificate of Amendment of the Amended and
                      Restated Certificate of Incorporation of The
                      Earthgrains Company (filed November 17, 1998)
                      (incorporated by reference to Exhibit 3.2 to Form 10-K
                      for the fiscal year ended March 30, 1999).

     3.3       --     By-Laws of The Earthgrains Company (amended and restated
                      as of February 22, 1996) (incorporated by reference to
                      Exhibit 3.2 to Form 10-K for the fiscal year ended
                      March 25, 1997).

     4.1       --     Form of Rights Agreement dated as of February 22,
                      1996, between the Company and Boatmen's Trust Company,
                      as Rights Agent (incorporated by reference to Exhibit
                      4.1 to Form 10-K for the fiscal year ended March 25,
                      1997).

     4.2       --     Form of Indenture between The Earthgrains Company and
                      The Bank of New York, as Trustee, relating to debt
                      securities (incorporated by reference to Exhibit 4 in
                      the Company's Form S-3, Reg. Statement No. 333-74267).

     10.1      --     The Earthgrains Company 1996 Stock Incentive Plan
                      (As Amended April 11, 1996, March 21, 1997, May 30,
                      1997, April 29, 1999 and July 14, 2000; Restated to
                      reflect two 2-for-1 Stock Splits on July 28, 1997, and
                      July 20, 1998).*

     10.2      --     The Earthgrains Amended and Restated Directors Deferred
                      Fee Plan (effective October 6, 1998, as amended as of
                      March 29, 2000).*

     10.3      --     Amendment No. 1 to The Earthgrains Company Employee
                      Stock Ownership/401(k) Plan (Amendment No. 1 also
                      restated the Plan) (incorporated by reference to Exhibit
                      10.3 to Form 10-K for the fiscal year ended March 25,
                      1997).

     10.4      --     Amendment No. 2 to The Earthgrains Company Employee
                      Stock Ownership/401(k) Plan (incorporated by reference
                      to Exhibit 10.4 to Form 10-K for the fiscal year ended
                      March 31, 1998).

     10.5      --     Amendment No. 3 to The Earthgrains Company Employee
                      Stock Ownership/401(k) Plan (incorporated by reference
                      to Exhibit 10.5 to Form 10-K for the fiscal year ended
                      March 28, 2000).

     10.6      --     Amendment No. 4 to The Earthgrains Company Employee
                      Stock Ownership/401(k) Plan.

     10.7      --     Amendment No. 5 to The Earthgrains Company Employee
                      Stock Ownership/401(k) Plan.

     10.8      --     Amendment No. 6 to The Earthgrains Company Employee
                      Stock Ownership/401(k) Plan.

     10.9      --     Amendment No. 7 to The Earthgrains Company Employee
                      Stock Ownership/401(k) Plan.

     10.10     --     The Earthgrains Company Employee Stock Ownership/401(k)
                      Plan Trust Agreement (Dated July 1, 1996) (incorporated
                      by reference to Exhibit 10.4 to Form 10-K for the
                      fiscal year ended March 25, 1997).

     10.11     --     The Earthgrains Company Exceptional Performance Plan
                      (Effective as of March 26, 1997) (incorporated by
                      reference to Exhibit 10.5 to Form 10-K for the fiscal
                      year ended March 25, 1997).*

     10.12     --     The Earthgrains Company Excess Benefit Plan (Effective
                      October 1, 1993) (incorporated by reference to Exhibit
                      10.6 to Form 10 filed February 28, 1996).*

     10.13     --     The Earthgrains Company Supplemental Executive
                      Retirement Plan (Effective April 1, 1996) (incorporated
                      by reference to Exhibit 10.7 to Form 10 filed November
                      30, 2000).*

                                     12

<PAGE>
<PAGE>

     10.14     --     The Earthgrains Company 401(k) Restoration Plan
                      (Effective November 30, 2000) (incorporated by
                      reference to Exhibit 10.8 to Form 10 filed February 28,
                      1996).*

     10.15     --     The Earthgrains Company Executive Deferred Compensation
                      Plan (Effective March 25, 1996) (incorporated by
                      reference to Exhibit 10.9 to Form 10 filed November 30,
                      2000).*

     10.16     --     License Agreement with Anheuser-Busch Companies, Inc.
                      (incorporated by reference to Exhibit 10.1 to Form 10-Q
                      for the period ended March 26, 1996).

     10.17     --     Form of Second Amended and Restated Credit
                      Agreement (Effective as of October 3, 1997) among the
                      Registrant, the Bank of America National Trust and
                      Savings Association, as Administrative Agent and
                      Letter of Credit Issuing Lender, and the other
                      financial institutions party thereto (incorporated by
                      reference to Exhibit 10.12 to Form 10-K for the fiscal
                      year ended March 31, 1998).

     10.18     --     Form of First Amendment to the Second Amended and
                      Restated Credit Agreement among the Registrant,
                      various financial institutions, and Bank of America
                      National Trust and Savings Association, as
                      Administrative Agent (incorporated by reference to
                      Exhibit 10.13 to Form 10-K for the fiscal year ended
                      March 30, 1999).

     10.19     --     Form of Second Amendment to the Second Amended and
                      Restated Credit Agreement among the Registrant,
                      various financial institutions, and Bank of America
                      National Trust and Savings Association, as
                      Administrative Agent.

     10.20     --     Form of Third Amendment to the Second Amended and
                      Restated Credit Agreement among the Registrant,
                      various financial institutions, and Bank of America
                      National Trust and Savings Association, as
                      Administrative Agent.

     10.21     --     Form of Executive Severance Agreement for the Chief
                      Executive Officer (incorporated by reference to Exhibit
                      10.1 to Form 10-Q for the period ended January 4,
                      2000).*

     10.22     --     Form of Executive Severance Agreement for certain
                      other executive officers (incorporated by reference to
                      Exhibit 10.2 to Form 10-Q for the period ended January
                      4, 2000).*

     10.23     --     Description of retention bonus. At the beginning of
                      fiscal year 2002, the Company awarded to the Chief
                      Executive Officer the opportunity to receive a cash
                      bonus of $280,000 if he continuously remains an
                      employee and officer of the Company through March 2003
                      (the "vesting condition"). The bonus is to be
                      forfeited if he does not fulfill the vesting condition,
                      with exceptions for death, permanent disability, or
                      events that result in a change of control of the
                      Company. If the vesting condition is met, the payment
                      of the bonus will be deferred under the Company's
                      Executive Deferred Compensation Plan until after the
                      executive's retirement. Any pre-vesting earnings under
                      the Plan that relate to this bonus are also subject to
                      the vesting condition. This opportunity is not governed
                      by any formal document.*

     13.       --     Pages 15 through 39 of the Company's Annual Report
                      to Shareholders for fiscal year 2001, a copy of which
                      is furnished for the information of the Commission.
                      Portions of the Annual Report not incorporated herein
                      by reference are not deemed "filed" with the
                      Commission.

     21.       --     Subsidiaries of the Company.

     23.       --     Consent of Independent Accountants.

[FN]
---------------------

   * Management contract or compensatory plan or arrangement required to be
     filed pursuant to Item 14(a)(3) of Form 10-K.


(b)   REPORTS ON FORM 8-K

There were no reports filed on Form 8-K during the fourth quarter of fiscal
year 2001.

                                     13

<PAGE>
<PAGE>

                                  SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.


                                         THE EARTHGRAINS COMPANY

                                         (Registrant)


                                          By:      BARRY H. BERACHA
                                              ---------------------------
                                                   Barry H. Beracha
                                               Chairman of the Board and
                                                Chief Executive Officer

Date:  June 20, 2001


     Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:

<TABLE>
<CAPTION>

              SIGNATURE                              TITLE                             DATE
              ---------                              -----                             ----
      <S>                            <C>                                           <C>
           BARRY H. BERACHA              Chairman of the Board, Chief
                                        Executive Office, and Director
      --------------------------         (Principal Financial Officer)             June 20, 2001
          (Barry H. Beracha)


            MARK H. KRIEGER           Vice President and Chief Financial
                                     Officer (Principal Financial Officer)         June 20, 2001
      --------------------------
           (Mark H. Krieger)


          VIRGIL H. REHKEMPER            Vice President and Controller
                                        (Principal Accounting Officer)             June 20, 2001
      --------------------------
         (Virgil H. Rehkemper)


            J. JOE ADORJAN                         Director                        June 20, 2001

      --------------------------
           (J. Joe Adorjan)


           PETER F. BENOIST                        Director                        June 20, 2001

      --------------------------
          (Peter F. Benoist)


            MAXINE K. CLARK                        Director                        June 20, 2001

      --------------------------
           (Maxine K. Clark)


          E. BYRON GLORE, JR.                      Director                        June 20, 2001

      --------------------------
         (E. Byron Glore, Jr.)


                                     14




<PAGE>
<PAGE>

<CAPTION>
      <S>                            <C>                                           <C>

            JAIME IGLESIAS                         Director                        June 20, 2001

      --------------------------
           (Jaime Iglesias)


            JERRY E. RITTER                        Director                        June 20, 2001

      --------------------------
           (Jerry E. Ritter)


          TIMOTHY P. SMUCKER                       Director                        June 20, 2001

      --------------------------
         (Timothy P. Smucker)


          WILLIAM E. STEVENS                       Director                        June 20, 2001

      --------------------------
         (William E. Stevens)

</TABLE>

                                     15