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                                                                     EXHIBIT 3.2

                                    RESTATED

                                     BYLAWS

                                       OF

                         INTERSTATE BAKERIES CORPORATION


                                   ARTICLE I
                                  STOCKHOLDERS

                  Section 1. Annual Meeting. The Annual Meeting of Stockholders
of the Corporation shall be held at the registered office of the Corporation in
the City of Wilmington, State of Delaware, or at such other place within or
without the State of Delaware, at 10:00 a.m. on the fourth Thursday of October,
or at such time and date as the Board of Directors by resolution shall determine
and as set forth in the notice of the meeting, for the election of Directors and
for the transaction of any other proper business. If the date of the Annual
Meeting shall fall upon a legal holiday, under federal law or the laws of the
state where such meeting is to be held, such meeting shall be held on the next
succeeding business day.

                  Section 2. Special Meetings. Special Meetings of the
Stockholders of the Corporation may be called at any time by a majority of the
Directors then in office. The power of any of the Stockholders or any class of
Stockholders to call Special Meetings is specifically denied. Special Meetings
of the Stockholders shall be held at such place within or without the State of
Delaware, at such time and on such date as shall be specified in the call
thereof.

                  Section 3. Notice of Meetings. Written notice of each meeting
of the Stockholders, stating the place, date and hour thereof, and in the case
of a Special Meeting, the purpose or purposes for which it is called, shall be
given, not less than ten (10) nor more than sixty (60) days before the date of
such meeting (or at such other time as may be required by statute), either
personally or by mail, to each Stockholder entitled to vote at such meeting. If
mailed, such notice is given when deposited in the United States mail, postage
prepaid, directed to each Stockholder at his or her address as it appears on the
records of the Corporation.

                  Section 4. Waiver of Notice. Whenever notice is required to be
given of any Annual or Special Meeting of the Stockholders, a written waiver
thereof, signed by the person entitled to notice, whether before or after the
time stated in such notice, shall be deemed equivalent to notice. Neither the
business to be transacted at, nor the purpose of, any regular or special
meetings of the Stockholders need be specified in any written waiver of notice.
Attendance of a person at a meeting of the Stockholders shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.



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                  Section 5. Adjournment. When any meeting of the Stockholders
is adjourned to another time or place, notice need not be given of the adjourned
meeting if the time and place to which the meeting is adjourned are announced at
the meeting at which the adjournment is taken. At the adjourned meeting any
business may be transacted which might have been transacted at the original
meeting. If the adjournment is for more than thirty (30) days, or if after such
adjournment the Board of Directors shall fix a new record date for the adjourned
meeting, a notice of the adjourned meeting shall be given to each Stockholder of
record entitled to vote at such meeting.

                  Section 6. Quorum. At any meeting of the Stockholders, the
presence, in person or by proxy, of the holders of a majority of the issued and
outstanding shares of the Corporation entitled to vote at such meeting shall be
necessary in order to constitute a quorum for the transaction of any business;
provided, however, that where a separate vote by a class or classes is required,
a majority of the outstanding shares of such class or classes present in person
or by proxy shall constitute a quorum entitled to take action with respect to a
vote on that matter. If there shall not be a quorum at any meeting of the
Stockholders, the holders of a majority of the shares entitled to vote present
at such meeting, in person or by proxy, may adjourn such meeting from time to
time, without further notice to the Stockholders other than an announcement at
such meeting, until holders of the amount of shares required to constitute a
quorum shall be present in person or by proxy.

                  Section 7. Voting. Each Stockholder shall be entitled to one
vote for each share of Common Stock held by such Stockholder. The voting rights
of any Preferred Stockholder, including without limitation the number of votes
per share of Preferred Stock held by such Stockholder, shall be determined by
the Board of Directors in the resolution or resolutions authorizing the issuance
of the class or series of Preferred Stock held by such Stockholder, which terms
shall be set forth in the Certificate of Designation for such class or series of
Preferred Stock. Voting need not be by written ballot. Whenever any corporate
action is to be taken by vote of the Stockholders, it shall, except as otherwise
required by law or by the Certificate of Incorporation or these Bylaws, be
authorized by a plurality of the votes cast at a meeting of Stockholders by the
holders of shares entitled to vote thereon.

                  Section 8. Action Without a Meeting. No action required or
permitted to be taken at any Annual or Special Meeting of Stockholders may be
taken without a meeting thereof. The power of Stockholders to consent in writing
to the taking of any action is specifically denied.

                  Section 9. Record Date. The Board of Directors may fix, in
advance, a record date, which shall not be more than sixty (60) nor less than
ten (10) days before the date of any meeting of Stockholders, nor more than
sixty (60) days prior to any other action, as the record date for the purpose of
determining the Stockholders entitled to notice of or to vote at any meeting of
the Stockholders or any adjournment thereof, or entitled to receive payment of
any dividend or distribution or allotment of any rights, or entitled to exercise
any rights in respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action.



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                  If no record date is fixed:

                  (1) The record date for determining Stockholders entitled to
         notice of or to vote at a meeting of Stockholders shall be at the close
         of business on the day next preceding the day of notice, or, if notice
         is waived, at the close of business on the day next preceding the day
         on which the meeting is held.

                  (2) The record date for determining Stockholders for any other
         purpose shall be at the close of business on the day on which the Board
         of Directors adopts the resolution relating thereto.

                  Section 10. Proxies. Each Stockholder entitled to vote at a
meeting of Stockholders or to express consent or dissent to corporate action in
writing without a meeting may authorize another person or persons to act for him
or her by proxy, but no such proxy shall be voted or acted upon after three (3)
years from its date, unless the proxy provides for a longer period.

                                   ARTICLE II
                                    DIRECTORS

                  Section 1. Number; Election; Terms. The business and affairs
of the Corporation shall be managed by the Board of Directors. The number of
Directors which shall constitute the whole Board of Directors of the Corporation
shall be not less than five (5) nor more than nine (9). The exact number of
Directors within the minimum and maximum limitations specified in the preceding
sentence shall be fixed from time to time by the Board of Directors pursuant to
a resolution adopted by a majority of the entire Board of Directors.

                  Upon the effectiveness of the Restated Certificate of
Incorporation of the Corporation pursuant to the Delaware General Corporation
Law, the Board of Directors of the Corporation shall be divided into three
classes, designated Class I, Class II, and Class III, which at all times shall
be as nearly equal in number as possible, as determined by the Board of
Directors. The term of office of the initial Class I Directors shall expire at
the Annual Meeting of Stockholders next succeeding the date on which these
Bylaws are adopted, the term of office of the initial Class II Directors shall
expire at the Annual Meeting of Stockholders next succeeding the Annual Meeting
at which the term of office of the initial Class I Directors expires, and the
term of office of the initial Class III Directors shall expire at the Annual
Meeting of Stockholders next succeeding the Annual Meeting at which the term of
office of the initial Class II Directors expires. The appointment of incumbent
Directors to Board of Director Classes I, II and III at the time of said
effectiveness of the Restated Certificate of Incorporation shall be by a
resolution adopted by a majority of the Stockholders entitled to vote in an
election of Directors.

                  At each Annual Meeting of Stockholders following such initial
classification and election, Directors elected to succeed those whose terms
expire at the time of such meeting shall be elected to hold office until the
third succeeding Annual Meeting of Stockholders after their election. In the
event of any increase in the number of Directors of the Corporation, the
additional Directors shall be so classified that all classes of Directors shall
be increased equally



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as nearly as possible, and the additional Directors shall be elected by majority
vote of the Directors then in office.

                  Election of Directors of the Corporation need not be by
written ballot. Directors need not be Stockholders.

                  Section 2. Removal; Resignation. Any Director or the entire
Board of Directors may be removed only for cause and only by the affirmative
vote of the holders of a majority of the voting power of all of the shares of
the Corporation entitled to vote for the election of Directors, voting together
as a single class. Cause for removal shall be deemed to exist only if:

                  (1) The Director whose removal is proposed has been convicted,
         or was granted immunity to testify where another has been convicted, of
         a felony by a court of competent jurisdiction and such conviction is no
         longer subject to appeal;

                  (2) Such Director has been adjudicated by a court of competent
         jurisdiction to be liable for negligence or misconduct, in the
         performance of his or her duty to the Corporation in a matter of
         substantial importance to the Corporation;

                  (3) Such Director has become mentally incompetent, whether or
         not so adjudicated, in the opinion of the Board of Directors, which
         mental incompetency directly affects his or her ability as a Director
         of the Corporation;

                  (4) Such Director becomes disabled and such disability in the
         opinion of the Board of Directors renders such Director unable to
         perform his or her duties as provided herein or in the Certificate of
         Incorporation;

                  (5) Such Director's actions or failure to act are deemed by
         the Board of Directors to be in derogation of the Director's duties; or

                  (6) Such Director is found to be unsuitable to fulfill his or
         her obligations as a Director of the Corporation by any regulatory
         agency having jurisdiction over the Corporation.

                  Section 3. Newly Created Directorships; Vacancies. The size of
the Board of Directors may be increased only by majority vote of the Directors
then in office. Any vacancy, whether arising through death, resignation,
retirement, disqualification, removal from office or other cause, or any newly
created Directorships resulting from any increase in the authorized number of
Directors, may be filled only by a majority of the Directors then in office,
although less than a quorum, or by a sole remaining Director. When one or more
Directors shall resign from the Board of Directors, effective at a future date,
a majority of the Directors then in office, including those who have so
resigned, shall have power to fill such vacancy or vacancies, the vote thereon
to take effect when such resignation or resignations shall become effective, and
each Director so chosen shall hold office as provided above in the filling of
other vacancies. A Director elected to fill a vacancy shall hold office for the
unexpired term of his or her predecessor.



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                  Section 4. Term of Office. Each Director shall hold office
until his or her successor is elected and qualified, or until his or her earlier
death, resignation or removal.

                  Section 5. Meetings. A meeting of the Board of Directors shall
be held for the election of Officers and for the transaction of such other
business as may come before such meeting as soon as practicable after the Annual
Meeting of the Stockholders. Other regular meetings of the Board of Directors
may be held at such times as the Board of Directors of the Corporation may from
time to time determine. Special Meetings of the Board of Directors may be called
at any time by the President of the Corporation or by a majority of the
Directors then in office. Meetings of the Board of Directors may be held within
or without the State of Delaware.

                  Section 6. Notice of Meetings; Waiver of Notice; Adjournment.
No notice need be given of the first meeting of the Board of Directors after the
Annual Meeting of Stockholders or of any other regular meeting of the Board of
Directors. Notice of a Special Meeting of the Board of Directors, specifying the
place, date and hour thereof, shall be delivered personally, mailed, telegraphed
or telephoned to each Director at his or her address as such address appears on
the books of the Corporation at least one (1) business day (Saturdays, Sundays
and legal holidays not being considered business days for the purpose of these
Bylaws) before the date of such meeting. Whenever notice is required to be given
under any provision of the General Corporation Law of the State of Delaware or
of the Certificate of Incorporation or these Bylaws, a written waiver thereof,
signed by the person entitled to notice, whether before or after the time stated
therein, shall be deemed equivalent to notice. Attendance of a Director at a
Special Meeting shall constitute a waiver of notice of such meeting, except when
the Director attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
was not lawfully called or convened. Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the Stockholders,
Directors, or members of a committee of Directors need be specified in any
written waiver of notice unless so required by the Certificate of Incorporation
or these Bylaws. A majority of the Directors present, whether or not a quorum is
present, may adjourn any meeting to another time and place. Notice need not be
given of the adjourned meeting if the time and place to which the meeting is
adjourned are announced at the meeting at which the adjournment is taken, and at
the adjourned meeting any business may be transacted that might have been
transacted at the original meeting.

                  Section 7. Quorum; Voting. A majority of the total number of
Directors shall constitute a quorum for the transaction of business. The vote of
the majority of the Directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors.

                  Section 8. Participation by Telephone. Members of the Board of
Directors or any committee thereof may participate in a meeting of the Board of
Directors or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting by such means shall
constitute presence in person at such meeting.

                  Section 9. Action Without a Meeting. Any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting if all members of the Board of
Directors or such committee, as the case may be,



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consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board of Directors or of such committee.

                  Section 10. Committees. The Board of Directors may, by
resolution passed by a majority of the whole Board, designate one or more
committees, each committee to consist of one or more of the Directors. Any such
committee, to the extent provided in the resolution of the Board of Directors,
shall have and may exercise all the powers and authority of the Board of
Directors in the management of the business and affairs of the Corporation, but
no such committee shall have the power or authority in reference to (a) amending
the Certificate of Incorporation; (b) adopting an agreement of merger or
consolidation; (c) recommending to the Stockholders the sale, lease or exchange
of all or substantially all of the Corporation's property and assets; (d)
recommending to the Stockholders a dissolution of the Corporation or a
revocation of a dissolution; or (e) amending the Bylaws and, unless the
resolution expressly so provides, no such committee shall have the power or
authority to declare a dividend or to authorize the issuance of stock. The Board
of Directors may designate one or more Directors as alternate members of any
such committee, who may replace any absent or disqualified member at any meeting
of such committee. In the absence of disqualification of a member of a
committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not constituting a quorum, may unanimously
appoint another Director to act at the meeting in the place of such absent or
disqualified member.

                  Section 11. Audit Committee. Pursuant to the authority granted
to it in Section 10 of this Article II, the Board of Directors shall appoint an
Audit Committee. The Audit Committee of the Board of Directors shall have the
authority to review and to recommend to the Board of Directors the name of an
independent public accounting firm that will conduct the annual audit of the
Corporation's accounts, review the nature and scope of the audit, and review the
accounting practices and control systems of the Corporation. The Audit Committee
shall review the qualifications and performance of the proposed auditing firm,
the selection of which firm shall be subject to ratification at each Annual
Meeting of the Stockholders.

                  Section 12. Compensation. The Board of Directors may fix the
compensation of Directors.

                  Section 13. Preferred Stock Directors. Any Directors elected
pursuant to special voting rights of any class or series of Preferred Stock
("Preferred Stock Directors") shall be excluded from, and for no purpose be
counted in, the scope and operation of Section 1, 2 and 3 of this Article II.
The terms and conditions upon which Preferred Stock Directors shall be elected
and serve on the Board of Directors shall be determined by the Board of
Directors in the resolution or resolutions authorizing the issuance of the class
of series of Preferred Stock pursuant to which a Preferred Stock Director is
elected, including without limitation the duration of such Preferred Stock
Director's term of office and the terms and conditions upon which such Preferred
Stock Director may be removed from office.

                  Section 14. Amendment; Repeal. In furtherance and not
limitation of the powers conferred by the laws of the State of Delaware, the
Board of Directors of the Corporation is authorized and empowered to make,
alter, amend or repeal the Bylaws of the Corporation in any manner not
inconsistent with the laws of the State of Delaware.



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                  Section 15. Limitation of Liability for Breach of Fiduciary
Duty. To the fullest extent permitted by the General Corporation Law of the
State of Delaware as the same exists or may hereafter be amended, a Director of
this Corporation shall not be liable to the Corporation or its Stockholders for
monetary damages for breach of fiduciary duty as a Director.

                  Section 16. Chairman of the Board. The Board of Directors
shall elect one of its members to be Chairman of the Board, and the person so
elected shall act as Chairman of the Board until removed from that position by
the vote of a majority of the Directors or earlier resignation. The Chairman of
the Board shall not be an officer of the Corporation, and the duties of the
Chairman of the Board acting in such capacity shall be limited to presiding at
meetings of the Board of Directors of the Corporation. In the absence of the
Chairman of the Board (a) the Directors shall select one of the other members of
the Board of Directors to preside at meetings of the Board of Directors, and (b)
the Chief Executive Officer shall preside at meetings of the Stockholders of the
Corporation.

                                   ARTICLE III
                                    OFFICERS

                  Section 1. Election; Qualifications. At the first meeting of
the Board of Directors and as soon as practicable after each Annual Meeting of
Stockholders, the Board of Directors shall elect or appoint a Chairman of the
Board of Directors, a President, a Vice President, a Secretary and a Treasurer,
and may elect or appoint at such time or from time to time such additional
Officers as it deems advisable. No Officer need be a Director of the
Corporation. Any number of offices may be held by the same person, except that
there shall always be two persons who hold offices which entitle them to sign
instruments and stock certificates.

                  Section 2. Term of Office; Vacancies. Each Officer shall hold
office until the election and qualification of his or her successor or until his
or her earlier death, resignation or removal. Any vacancy occurring in any
office, whether because of death, resignation or removal, with or without cause,
or otherwise, shall be filled by the Board of Directors.

                  Section 3. Removal; Resignation. Any Officer may be removed
from office at any time with or without cause by the Board of Directors. Any
Officer may resign his or her office at any time upon written notice to the
Corporation.

                  Section 4. Powers and Duties of the Chief Executive Officer.
The Chief Executive Officer shall be the senior executive officer of the
Corporation, shall report directly to the Board of Directors, and shall preside
at meetings of the Stockholders of the Corporation. The Chief Executive Officer,
subject at all times to the direction of the Board of Directors, shall direct
and have responsibility for the policy of the Corporation and shall manage all
aspects of the business and officers of the Corporation. The Chief Executive
Officer shall also perform other duties commonly incident to the office and
shall perform such specific other duties as are prescribed by the Board of
Directors from time to time. The Chief Executive Officer shall keep the Board of
Directors fully informed and shall consult them concerning the business of the
Corporation.



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                  Section 5. Powers and Duties of the President. The President
shall be the Chief Operating Officer of the Corporation. Subject to the
direction and supervision of the Chief Executive Officer and the Board of
Directors, the President shall have general supervision and control of the
business and property of the Corporation, shall perform duties commonly incident
to the office, and shall do and perform such other duties and may exercise such
other powers as from time to time may be assigned to the President by these
Bylaws, the Chief Executive Officer or the Board of Directors. In the absence of
the Chief Executive Officer or in the event of his disability, inability or
refusal to act, the President shall perform the duties and exercise the power of
Chief Executive Officer. The President shall keep the Chief Executive Officer
and the Board of Directors fully informed and shall consult them concerning the
business of the Corporation.

                  Section 6. Powers and Duties of Vice Presidents. Each Vice
President shall be given such titles and designations and shall have such powers
and perform such duties as may from time to time be assigned to him or her by
the Board of Directors.

                  Section 7. Powers and Duties of the Secretary. The Secretary
shall record and keep the minutes of all meetings of the Stockholders and of the
Board of Directors in a book to be kept for that purpose. The Secretary shall
attend to the giving and serving of all notices by the Corporation. The
Secretary shall be the custodian of, and shall make or cause to be made the
proper entries in, the minute book of the Corporation and such other books and
records as the Board of Directors may direct. The Secretary shall be the
custodian of the corporate seal for the Corporation and shall affix or cause to
be affixed such seal to such contracts and other instruments as the Board of
Directors may direct. The Secretary shall have such other powers and shall
perform such other duties as may from time to time be assigned to him or her by
the Board of Directors.

                  Section 8. Powers and Duties of the Treasurer. The Treasurer
shall be the custodian of all funds and securities of the Corporation. Whenever
required by the Board of Directors, the Treasurer shall render a statement of
the Corporation's cash and other accounts, and shall cause to be entered
regularly in the proper books and records of the Corporation to be kept for such
purpose full and accurate accounts of the Corporation's receipts and
disbursements. The Treasurer shall at all reasonable times exhibit the
Corporation's books and accounts to any Director of the Corporation upon
application at the principal office of the Corporation during business hours.
The Treasurer shall have such other powers and shall perform such other duties
as may from time to time be assigned to him or her by the Board of Directors.

                  Section 9. Powers and Duties of Assistant Secretary and
Assistant Treasurer. The Assistant Secretary and Assistant Treasurer (or in the
event there be more than one Assistant Secretary or Assistant Treasurer, in the
order of their seniority, designation or election) shall, in the absence or
disability of the Secretary or Treasurer, respectively, perform the duties and
exercise the powers of the Secretary or Treasurer and shall perform such other
duties as the President or the Board of Directors shall prescribe.

                  Section 10. Delegation. In the event of the absence of any
Officer of the Corporation or for any other reason that the Board of Directors
may deem sufficient, the Board of Directors may at any time or from time to time
delegate all or any part of the powers or duties of any Officer to any other
Officer or Officers or to any Director or Directors.



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                                   ARTICLE IV
                    CERTIFICATES OF STOCK AND THEIR TRANSFER

                  Section 1. Certificates of Stock. Certificates representing
shares of the corporation shall be in such form as may be determined by the
Board of Directors. Such certificates shall be signed, manually or by facsimile
or otherwise, by the President or Vice President and by the secretary, Treasurer
or Assistant Secretary or Assistant Treasurer and shall be sealed with the Seal
of the Corporation. All certificates of stock shall be consecutively numbered.
The name of the person owning the shares represented thereby, with the number of
shares and the date of issuance, shall be entered on the books of the
Corporation. All certificates surrendered to the Corporation for transfer shall
be cancelled and no new certificate shall be issued until the former certificate
for a like number of shares shall have been surrendered and cancelled.

                  Section 2. Lost Certificates. In the event a certificate of
stock is allegedly lost, stolen or destroyed, the Corporation may issue a new
certificate under the conditions for issuing a new certificate as determined by
the Board of Directors. The Corporation may require the owner of such
certificate to give a good and sufficient bond to indemnity the Corporation
against any claim that may be made against it on account of the alleged loss,
theft or destruction, or the issuance of the new certificate.

                  Section 3. Transfer of Shares. Transfer of shares of the
Corporation shall be made only on the books of the Corporation by the registered
holder thereof or by his or her attorney, thereunto authorized by power of
attorney duly executed and filed with the Secretary of the Corporation, and on
surrender for cancellation of the certificate for such shares. The person in
whose name shares stand on the books of the Corporation shall be deemed owner
thereof for all purposes as regards the Corporation.

                  Section 4. Treasury Stock. All issued and outstanding stock of
the Corporation that may be purchased or otherwise acquired by the Corporation
shall be Treasury Stock, and the Directors of the Corporation shall be vested
with authority to resell said shares for such price and to such person or
persons as the Board of Directors may determine. Such stock shall neither vote
nor participate in dividends while held by the Corporation.

                                    ARTICLE V
                             EXECUTION OF DOCUMENTS

                  All contracts, agreements, instruments, bills payable, notes,
checks, drafts, warrants or other obligations of the Corporation shall be made
in the name of the Corporation and shall be signed by such Officer or Officers
as the Board of Directors may from time to time designate. In the absence of
such designation the signatures of the President and Secretary shall suffice.



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                                   ARTICLE VI
                                      SEAL

                  The seal of the Corporation shall contain the name of the
Corporation, the words "Corporate Seal", the year of its organization and the
word "Delaware".

                                   ARTICLE VII
                                   FISCAL YEAR

                  Except as from time to time otherwise provided by the Board of
Directors, the fiscal year of the Corporation shall be the fifty-two (52) or
fifty-three (53) week period ending on the Saturday closest to the last day of
May of each year.

                                  ARTICLE VIII
                                 INDEMNIFICATION

                  The Corporation shall indemnify all Directors, Officers, and
employees or agents to the fullest extent permitted, and in the manner provided,
by the General Corporation Law of the State of Delaware, as the same now exists
or may hereafter be amended, whenever they are defendants or threatened to be
made defendants in any legal or administrative proceeding by reason of their
relationship with the Corporation. The Corporation shall advance expenses of
litigation to Directors and Officers according to the following procedure:

                  (i) Actions, Suits or Proceedings Other than By or In the
         Right of the Corporation. The Corporation shall indemnify any person
         who was or is a party or is threatened to be made a party to any
         threatened, pending, or completed action, suit or proceeding, whether
         civil, criminal, administrative or investigative (other than an action
         by or in the right of the Corporation) by reason of the fact that he or
         she is or was or has agreed to become a Director, Officer, employee or
         agent of the Corporation, or is or was serving or has agreed to serve
         at the request of the Corporation as a director, officer, employee or
         agent of another corporation, partnership, joint venture, trust or
         other enterprise, or by reason of any action alleged to have been taken
         or omitted in such capacity, against costs, charges and expenses
         (including attorneys' fees), judgments, fines and amounts paid in
         settlement actually and reasonably incurred by him or her or on his or
         her behalf in connection with such action, suit or proceeding and any
         appeal therefrom, if he or she acted in good faith and in a manner he
         or she reasonably believed to be in or not opposed to the best
         interests of Corporation, and, with respect to any criminal action or
         proceeding, had no reasonable cause to believe his or her conduct was
         unlawful. The termination of any action, suit or proceeding by
         judgment, order, settlement, conviction, or upon a plea of nolo
         contendere or its equivalent, shall not, of itself, create a
         presumption that the person did not meet the standards of conduct set
         forth in this subparagraph (i).

                  (ii) Actions or Suits by or in the Right of the Corporation.
         The Corporation shall indemnify any person who was or is a party or is
         threatened to be made a party to any threatened, pending or completed
         action or suit by or in the right of the Corporation to procure a
         judgment in its favor by reason of the fact that he or she is or was or
         has


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<PAGE>

         agreed to become a Director, Officer, employee or agent of the
         Corporation, or is or was serving or has agreed to serve at the request
         of the Corporation as a director, officer, employee or agent of another
         corporation, partnership, joint venture, trust or other enterprise, or
         by reason of any action alleged to have been taken or omitted in such
         capacity, against costs, charges and expenses (including attorneys'
         fees) actually and reasonably incurred by him or her or on his or her
         behalf in connection with the defense or settlement of such action or
         suit and any appeal therefrom, if he or she acted in good faith and in
         a manner he or she reasonably believed to be in or not opposed to the
         best interests of the Corporation, except that no indemnification shall
         be made in respect of any claim, issue or matter as to which such
         person shall have been adjudged to be liable to the Corporation for
         gross negligence or misconduct in the performance of his or her duty to
         the Corporation unless and only to the extent that the Court of
         Chancery of Delaware or the court in which such action or suit was
         brought shall determine upon application that, despite the adjudication
         of such liability but in view of all the circumstances of the case,
         such person is fairly and reasonably entitled to indemnity for such
         costs, charges and expenses which the Court of Chancery or such other
         court shall deem proper.

                  (iii) Indemnification for Costs, Charges and Expenses of
         Successful Party. Notwithstanding the other provisions of this Article
         VIII, to the extent that a Director, Officer, employee or agent of the
         Corporation has been successful on the merits or otherwise, including,
         without limitation, the dismissal of an action without prejudice, in
         defense of any action, suit or proceeding referred to in subparagraphs
         (i) and (ii) of this Article VIII, or in the defense of any claim,
         issue or matter therein, he or she shall be indemnified against all
         costs, charges and expenses (including attorneys' fees) actually and
         reasonably incurred by him or her or on his or her behalf in connection
         therewith.

                  (iv) Determination of Right to Indemnification. Any
         indemnification under subparagraphs (i) and (ii) of this Article VIII
         (unless ordered by a court) shall be paid by the Corporation unless a
         determination is made (a) by the Board of Directors by a majority vote
         of a quorum consisting of Directors who were not parties to such
         action, suit or proceeding, or (b) if such quorum is not obtainable,
         or, even if obtainable a quorum of disinterested Directors so directs,
         by independent legal counsel in a written opinion, or (c) by the
         Stockholders, that indemnification of the Director, Officer, employee
         or agent is not proper in the circumstances because he or she has not
         met the applicable standard of conduct set forth in subparagraphs (i)
         and (ii) of this Article VIII.

                  (v) Advance of Costs, Charges and Expenses. Costs, charges and
         expenses (including attorneys' fees) incurred by a person referred to
         in subparagraphs (i) and (ii) of this Article VIII in defending a
         civil, criminal, administrative or investigative action, suit or
         proceeding (including all costs, charges and expenses incurred in
         preparing for any threatened action, suit or proceeding) shall be paid
         by the Corporation in advance of the final disposition of such action,
         suit or proceeding; provided, however, that the payment of such costs,
         charges and expenses incurred by a Director or Officer in his or her
         capacity as a Director or Officer (and not in any other capacity in
         which service was or is rendered by such person while a Director or
         Officer) in advance of the final disposition of such action, suit or
         proceeding shall be made only upon receipt of an undertaking by



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<PAGE>

         or on behalf of the Director or Officer to repay all amounts advanced
         in the event that it shall ultimately be determined that such Director
         or Officer is not entitled to be indemnified by the Corporation as
         authorized in this Article VIII. No security shall be required for such
         undertaking and such undertaking shall be accepted without reference to
         the recipient's financial ability to make repayment. The repayment of
         such charges and expenses incurred by other employees and agents of the
         Corporation which are paid by the Corporation in advance of the final
         disposition of such action, suit or proceeding as permitted by this
         subparagraph (v) may be required upon such terms and conditions, if
         any, as the Board of Directors deems appropriate. The Board of
         Directors may, in the manner set forth above, and subject to the
         approval of such Director, Officer, employee or agent of the
         Corporation, authorize the Corporation's counsel to represent such
         person, in any action, suit or proceeding, whether or not the
         Corporation is a party to such action, suit or proceeding.

                  (vi) Procedure for Indemnification. Any indemnification under
         subparagraphs (i), (ii) or (iii) or advance of costs, charges and
         expenses under subparagraph (v) of this Article VIII shall be made
         promptly, and in any event within sixty (60) days, upon the written
         request of the Director, Officer, employee or agent directed to the
         Secretary of the Corporation. The right to indemnification or advances
         as granted by this Article VIII shall be enforceable by the Director,
         Officer, employee or agent in any court of competent jurisdiction if
         the Corporation denies such request, in whole or in part, or if no
         disposition thereof is made within sixty (60) days. Such person's costs
         and expenses incurred in connection with successfully establishing his
         or her right to indemnification or advances, in whole or in part, and
         any such action shall also be indemnified by the Corporation. It shall
         be a defense to any such action (other than an action brought to
         enforce a claim for the advance of costs, charges and expenses under
         subparagraph (v) under the Article VIII where the required undertaking,
         if any, has been received by the Corporation) that the claimant has not
         met the standard of conduct set forth in subparagraphs (i) or (ii) of
         this Article VIII, but the burden of proving that such standard of
         conduct has not been met shall be on the Corporation. Neither failure
         of the Corporation (including its Board of Directors, its independent
         legal counsel and its Stockholders) to have made the determination
         prior to the commencement of such action that indemnification of the
         claimant is proper in the circumstances because he or she has met the
         applicable standard of conduct set forth in subparagraphs (i) and (ii)
         of this Article VIII, nor the fact that there has been an actual
         determination by the Corporation (including its Board of Directors, its
         independent legal counsel, and its Stockholders) that the claimant has
         not met such applicable standard of conduct, shall be a defense to the
         action or create a presumption that the claimant has not met the
         applicable standard of conduct.

                  (vii) Other Rights; Continuation of Right to Indemnification.
         The indemnification provided by this Article VIII shall not be deemed
         exclusive of any other rights to which a person seeking indemnification
         may be entitled under any law (common or statutory), agreement, vote of
         Stockholders, or disinterested Directors or otherwise, both as to
         action in his or her official capacity and as to action in another
         capacity while holding office or while employed by or acting as agent
         for the Corporation, and shall continue as to a person who has ceased
         to be a Director, Officer, employee or agent and



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<PAGE>

         shall inure to the benefit of the estate, heirs, executors and
         administrators of such person. All rights to indemnification under this
         Article VIII shall be deemed to be a contract between the Corporation
         and each Director, Officer, employee or agent of the Corporation who
         serves or served in such capacity at any time while this Article VIII
         is in effect. No amendment or repeal of this Article VIII or of any
         relevant provisions of the Delaware General Corporation Law or any
         other applicable laws shall adversely affect or deny to any Director,
         Officer, employee or agent any rights to indemnification which such
         person may have, or change or release any obligations of the
         Corporation, under this Article VIII with respect to any costs,
         charges, expenses (including attorneys' fees), judgments, fines, and
         amounts paid in settlement which arise out of an action, suit or
         proceeding based in whole or substantial part on any act or failure to
         act, actual or alleged, which takes place before or while this Article
         VIII is in effect. The provisions of this subparagraph (vii) shall
         apply to any such action, suit or proceeding whenever commenced,
         including any such action, suit or proceeding commenced after any
         amendment or repeal of this Article VIII.

                  (viii) For Purposes of this Article VIII:

                           (a) "the Corporation" shall include any constituent
         corporation (including any constituent of a constituent) absorbed in a
         consolidation or merger which, if its separate existence had continued,
         would have had power and authority to indemnify its directors,
         officers, employees or agents, so that any person who is or was a
         director, officer, employee or agent of such constituent corporation,
         or is or was serving at the request of such constituent corporation as
         a director, officer, employee or agent of another corporation,
         partnership, joint venture, trust or other enterprise, shall stand in
         the same position under the provisions of this Article VIII with
         respect to the resulting or surviving corporation as he or she would
         have with respect to such constituent corporation if its separate
         existence had continued;

                           (b) "other enterprises" shall include employee
         benefit plans, including but not limited to any employee benefit plan
         of the Corporation;

                           (c) "serving at the request of the Corporation" shall
         include any service which imposes duties on, or involves services by, a
         Director, Officer, employee or agent of the Corporation with respect to
         an employee benefit plan, its participants, or beneficiaries, including
         acting as a fiduciary thereof;

                           (d) "fines" shall include any penalties and any
         excise or similar taxes assessed on a person with respect to an
         employee benefit plan;

                           (e) a person who acted in good faith and in a manner
         he or she reasonably believed to be in the interest of the participants
         and beneficiaries of an employee benefit plan shall be deemed to have
         acted in a manner "not opposed to the best interests of the
         Corporation" as referred to in subparagraphs (i) and (ii) of this
         Article VIII; and



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<PAGE>

                           (f) Service as a partner, trustee, or a member of
         management or similar committee of a partnership or joint venture or as
         a director, officer, employee or agent of a corporation which is a
         partner, trustee or joint venturer, shall be considered service as a
         director, officer, employee or agent of the partnership, joint venture,
         trust or other enterprise.

                  (ix) Savings Clause. If this Article VIII or any portion
         hereof shall be invalidated on any ground by a court of competent
         jurisdiction, then the Corporation shall nevertheless indemnify each
         Director, Officer, employee and agent of the Corporation as to costs,
         charges and expenses (including any attorneys' fees), judgments, fines
         and amounts paid in settlement with respect to any action, suit or
         proceeding, whether civil, criminal, administrative or investigative,
         including an action by or in the right of the Corporation, to the full
         extent permitted by any applicable portion of this Article VIII that
         shall not have been invalidated and to the full extent permitted by
         applicable law.

                  (x) Insurance. The Corporation shall purchase and maintain
         insurance on behalf of any person who is or was or has agreed to become
         a Director, Officer, employee or agent of the Corporation, or is or was
         serving or has agreed to serve at the request of the Corporation as a
         director, officer, employee or agent of another corporation,
         partnership, joint venture, trust, or other enterprise, against any
         liability asserted against him or her and incurred by him or her or on
         his or her behalf in any such capacity, or arising out of his or her
         status as such, whether or not the Corporation would have the power to
         indemnify him or her against such liability under the provisions of
         this Article VIII; provided that such insurance is available on
         acceptable terms as determined by a vote of a majority of the entire
         Board of Directors.

                                   ARTICLE IX
                               AMENDMENT OF BYLAWS

                  Subject to any requirements set forth in these Bylaws, these
Bylaws may be amended or repealed, and any new Bylaws may be adopted, by a
majority of the Stockholders entitled to vote or by the Board of Directors.

                  I do hereby certify that the foregoing is a true, correct and
complete copy of the duly adopted Bylaws of Interstate Bakeries Corporation as
in force at the date of this certificate.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed
the corporate seal of said Corporation.

                  Dated: July 1, 2002

                                            INTERSTATE BAKERIES CORPORATION



                                            By: /s/ Kent B. Magill
                                               ---------------------------------
                                                    Corporate Secretary



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