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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549








FORM 10-K

|                                            |  |                                                                                         
|------------------------------------------- |  | ----------------------------------------------------------------------------------------
|(Mark One)                                 
|(BALLOT BOX WITH X)                         |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|For the fiscal year ended June 1, 2002     
|OR                                         
|(OPEN BALLOT BOX)                           |  | 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 1-11165

INTERSTATE BAKERIES CORPORATION

(Exact name of registrant as specified in its charter)


|                                         |  |                                     
|---------------------------------------- |  | ------------------------------------
|Delaware                                 |  | 43-1470322                          
|(State or other jurisdiction of          |  | (I.R.S. Employer Identification No.)
|incorporation or organization)           |  |                                     
|                                         |  |                                     
|12 East Armour Boulevard,                |  |                                     
|Kansas City, Missouri                    |  | 64111                               
|(Address of principal executive offices) |  | (Zip Code)                          

(816) 502-4000
Registrants telephone number, including area code



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Securities registered pursuant to Section 12(b) of the Act:

|                                                                                |  |                                                                                         
|------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------
|Title of each classCommon Stock, $.01 par value
Preferred Stock Purchase Rights |  | Name of each exchange on which registeredNew York Stock Exchange
New York Stock Exchange
|                                                                                |  |                                                                                         
|Securities registered pursuant to Section 12(g) of the Act:                     |  | Common Stock, $.01 par value per share
(Title of class)                                 

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 for 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 (BALLOT BOX WITH X)    No (OPEN BALLOT BOX)

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 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. (BALLOT BOX WITH X)

The aggregate market value of the voting stock held by non-affiliates of
the registrant was $957,816,378 as of July 31, 2002. For these purposes only,
the registrant has assumed that shares of Common Stock, $.01 par value per
share, that may be deemed to be beneficially owned by certain members of the
board of directors constitute shares held by affiliates of the registrant.

There were 44,038,430 shares of Common Stock, $.01 par value per share,
outstanding as of August 9, 2002.

DOCUMENTS INCORPORATED BY REFERENCE

|                                  |  |                                   
|--------------------------------- |  | ----------------------------------
|Part and Item of Form 10-K:       |  | Document Incorporated By Reference
|                                  |  |                                   
|Part II, Items 5, 6, 7, 7A and 8  |  | Annual Report*                    
|Part II, Item 5                   |  | Proxy Statement**                 
|Part III, Items 10, 11, 12 and 13 |  | Proxy Statement**                 
|Part IV, Item 14                  |  | Annual Report*                    



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|*  |  | Refers to portions of Registrants annual report to security holders with
respect to the fiscal year ended June 1, 2002.
|-- |  | ------------------------------------------------------------------------------------------------------------------------
|  
|** |  | Refers to portions of Registrants definitive proxy statement filed on
August 23, 2002.                                 



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TABLE OF CONTENTS



|                                                   |                                                                                               |  |  |  |  |  |  | 
|-------------------------------------------------- | --------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I                                            
|                                                   | ITEM 1. BUSINESS                                                                             
|                                                   | ITEM 2. PROPERTIES                                                                           
|                                                   | ITEM 3. LEGAL PROCEEDINGS                                                                    
|                                                   | ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                  
|PART II                                           
|                                                   | ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS                
|                                                   | ITEM 6. SELECTED FINANCIAL DATA                                                              
|                                                   | ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                                                   | ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                          
|                                                   | ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                          
|                                                   | ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 
|PART III                                          
|PART IV                                           
|                                                   | ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K                      
|SIGNATURES                                        
|EX-3.2 Restated Bylaws of Interstate Bakeries Corp
|EX-10.7 Supplemental Executive Retirement Plan    
|EX-10.8 Rabbi Trust Agreement                     
|EX-10.9 Award Notice/Incentive Stock Option Agrmt 
|EX-10.10 Award Notice/Incentive Stock Option Agrmt
|EX-13.1 Inside front cover and pages 13 to 35     
|EX-99.1 Charles A. Sullivan Certification         
|EX-99.2 Frank W. Coffey Certification             



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FORWARD-LOOKING STATEMENTS

Some information contained in or incorporated by reference into this
Annual Report on Form 10-K may contain forward-looking statements as defined in
the Private Securities Litigation Reform Act of 1995. These forward-looking
statements are contained principally in the sections entitled Business,
Legal Proceedings and Managements Discussion and Analysis of Financial
Condition and Results of Operations. The use of any of the words
anticipate, continue, estimate, expect, may, will, project,
should, could, would, plan, intend, predict, believe, potential
and similar expressions are intended to identify uncertainties. The Company
believes the expectations reflected in those forward-looking statements are
reasonable. However, the Company cannot assure you that these expectations
will prove to be correct. Forward-looking statements include statements
relating to, among other things: operating and financial benefits from the
Companys portfolio of brands and its distribution system; availability and
costs of raw materials, packaging, fuel and power; savings from productivity
and product quality improvements, including its extended shelf life program;
its cash needs, including capital expenditures, dividends, debt repayment and
operating lease commitments; compliance with its credit facility covenants;
compliance with government regulations, including environmental and employment
regulations; relationships with its employees and the unions that represent
them; general economic conditions, including interest rates; and the outcome of
legal proceedings to which the Company is or may become a party.

The Companys actual results could differ materially from those
anticipated in these forward-looking statements as a result of certain factors
that may impact its business or operations. Many of those factors are beyond
the Companys ability to control or predict. Factors that could cause actual
results to differ materially include, but are not limited to, actions of
competitors, including pricing policy; the availability and costs of raw
materials, fuels and utilities, and the ability to recover these costs in the
pricing of products; the availability of capital on acceptable terms; changes
in the Companys business strategies, including its ability to continue to
participate in industry consolidation and to integrate successfully businesses
it acquires; changes in general economic and business conditions (including in
the bread and sweet goods markets); further consolidation in the food retail
industry; future product recalls or safety concerns; costs associated with
environmental compliance and remediation; increased costs and uncertainties
related to periodic renegotiation of union contracts; actions of governmental
entities, including regulatory requirements; the outcome of legal proceedings
to which the Company is or may become a party and other factors. You should
not unduly rely on these forward-looking statements. These statements speak
only as of the date of this Annual Report on Form 10-K and the Company is not
obligated to publicly update or revise these forward-looking statements to
reflect future events or developments except as required by law. All
subsequent written and oral forward-looking statements attributable to the
Company and persons acting on its behalf are qualified in their entirety by the
cautionary statements contained in this section and elsewhere in this Annual
Report on Form 10-K. See Business  Trends, Risks and Uncertainties.





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PART I

|        |  |         
|------- |  | --------
|ITEM 1. |  | BUSINESS

General

Interstate Bakeries Corporation (the Company), a Delaware corporation
incorporated in 1987, is the largest baker and distributor of fresh baked bread
and sweet goods in the United States. The Company produces, markets,
distributes and sells a wide range of breads, rolls, snack cakes, donuts, sweet
goods and related products. These products are sold under a number of national
brand names, such as Wonder®, Hostess® and Home Pride®, as well as
regional brand names, including Butternut®, Dolly Madison®, Drakes® and
Merita®. Based on independent, publicly available market data, Wonder®
white bread and Home Pride® wheat bread are the number one and two selling
branded breads sold in the United States. Hostess® products, including
Twinkies® and HoHos®, are among the leading snack cake products sold in the
United States.

The principal executive offices of the Company are located at 12 East
Armour Boulevard, Kansas City, Missouri 64111, and the telephone number is
(816)502-4000.

The Company operates 62 bakeries and approximately 1,375 thrift stores and
employs more than 35,000 people. The Company distributes its products in
markets representing approximately 90% of the United States population. Its
sales force delivers products directly from the Companys more than 1,100
distribution centers on approximately 9,500 delivery routes to more than
200,000 food outlets and stores.

The Company or its predecessors have baked and distributed fresh baked
bread and sweet goods since 1927. The Company has grown to its present size
primarily through acquisitions of other baking businesses. In 1998, the
Company acquired the assets of J.J. Nissen Baking Companies, My Bread Baking
Co. operation in New Bedford, Massachusetts, and the Drakes Baking Company
and, in conjunction acquired such brand names as Devil Dogs®, Ring Dings®,
Yodels® and Yankee Doodles®. The Companys acquisitions throughout the
years have allowed it to increase scale, expand its product and brand portfolio
and broaden its geographic presence.

Products and Brands

The Company produces, markets, distributes and sells white breads, variety
breads, crusty breads, reduced calorie breads, English muffins, croutons, rolls
and buns under a number of well-known national brand names, including
Wonder®, Home Pride®, Bread du Jour®, Mrs. Cubbisons® and Marie
Callenders® and regional brand names including Beefsteak®, Browns
Classic®, Bunny®, Buttermaid®, Butternut®, Colombo®, Cottons®
Holsum, Country Kitchen®, Di Carlo®, Eddys®, Emperor Norton®,
Grandma Emilies®, Holsum®, J.J. Nissen®, Merita®, Millbrook Farms®,
Parisian®, Sunbeam®, Sweetheart®, Toscano® and Webers®. The
Companys snack cakes, donuts, sweet rolls, snack pies, breakfast pastries,
variety cakes, large cakes and shortcakes are also sold under a number of
well-known national and regional brand names, including Hostess®, Drakes®
and Dolly Madison®. The Company is also a baker and distributor of Roman
Meal® breads, including traditional Roman Meal bread, Roman Meal variety
breads, Roman Meal light breads, Roman Meal buns, rolls and English muffins and
Sun-maid® raisin bread. The Companys various brands are positioned across a
wide spectrum of consumer categories and price points.

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The Company believes that its brand trademarks such as Wonder®,
Hostess®, Home Pride®, Butternut® and Dolly Madison® and product
trademarks such as Twinkies®, HoHos®
and Zingers® are of material importance to its strategy of brand
building. The Company takes appropriate action from time to time against third
parties to prevent infringement of its trademarks and other intellectual
property. The Company also enters into confidentiality agreements from time to
time with employees and third parties as necessary to protect formulas and
processes used in producing the Companys products. Some of the Companys
products are sold under brands that it has licensed from others on terms that
are generally renewable at the Companys discretion. These licensed brands
include Cottons® Holsum, Holsum®, Marie Callenders®, Roman Meal®, Sunbeam® and Sun-Maid®.

Marketing and Distribution

The majority of the Companys bread sales are through national mass
merchandisers and supermarkets, while the Companys sweet goods are sold
principally through national mass merchandisers, supermarkets and convenience
stores. Sweet goods sales tend to be somewhat seasonal, with a historically
weaker winter holiday period, which the Company believes is attributable to
altered consumption patterns during the holiday season. Sales of buns, rolls
and shortcake products are historically higher in the spring and early summer
months. No single customer accounts for more than 10% of the Companys net
sales.

The Companys marketing and advertising campaigns are conducted through
targeted television and radio advertising, coupons in newspapers and other
printed media.

The Company distributes its products in markets representing approximately
90% of the United States population, with its strongest presence (as measured
by sales, market share and number of facilities) in southern California, the
Pacific northwest, the upper midwest, the northeast, the mountain states, the
middle Atlantic states and Florida. With plants and distribution centers
across the United States, the Company is located close to the major
marketplaces enabling efficient delivery and superior customer service. The
Company does not keep a backlog of inventory as its fresh bakery products are
promptly distributed to its customers after being produced.

The Companys fresh bakery products are delivered from the Companys
network of 62 bakeries to its more than 1,100 distribution centers. The
products are then delivered primarily to national mass merchandisers,
supermarkets and convenience stores by the Companys sales force on its
approximate 9,500 delivery routes. Dated products are picked up by the
Companys sales force and delivered to the Companys approximate 1,375 thrift
stores for retail sale. Thrift store sales represented approximately 12% of
the net sales of the Company during the fifty-two week period ended June 1,
2002.

Sources and Availability of Raw Materials

The ingredients of bread and sweet goods, principally flour, sugar and
edible oils, are readily available from numerous sources. The Company is
currently using a sole supplier for an ingredient used to produce fresh bread
products under its extended shelf life program. The Company does not have a
long-term supply contract with this supplier, however, the Company believes
this is in its best interest because of rapidly changing technology in this
area. The Company has identified alternative sources to produce this
ingredient as well as alternative ingredients that it believes could produce
the same results for its extended shelf life program. The Company purchases
its major commodity requirements through advance purchase contracts, generally
not longer than one year in duration, to lock in prices for raw materials. The
balance of the Companys commodity needs are purchased on the spot markets.
Through its program of central purchasing of baking ingredients and packaging
materials, the Company believes it is able to utilize its national presence to
obtain competitive prices. The prices for raw materials are dependent on a
number of factors including the weather, crop production, transportation and
processing
costs, government regulation and policies and worldwide market supply of,
and demand for, such commodities. Although commodity prices have been volatile
and may continue to be volatile, historically, the Company attempts to recover
the majority of its commodity cost increases through increasing prices,
switching to a higher-margin revenue mix and obtaining additional operating
efficiencies.

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Employees

The Company employs more than 35,000 people. Approximately 80% of the
Companys employees are covered by approximately 590 union contracts. Most of
the Companys unionized workers are members of either the International
Brotherhood of Teamsters or the Bakery, Confectionery, Tobacco Workers and
Grain Millers International Union. The Companys union contracts are typically
renegotiated once every three to five years. None of the individual collective
bargaining agreements is material to the Companys consolidated operations.

The Company believes it has good relations with its union and nonunion
employees.

Competition

The Company faces intense competition in all of its markets from large,
national bakeries, smaller regional operators, small retail bakeries,
supermarket chains with their own bakeries, grocery stores with their own
in-store bakery departments or private label products and diversified food
companies. Competition is based on product quality, price, brand recognition
and loyalty, effective promotional activities, access to retail outlets and
sufficient shelf space and the ability to identify and satisfy emerging
consumer preferences. Customer service, including responsiveness to delivery
needs and maintenance of fully stocked shelves, is also an important
competitive factor and is central to the competition for retail shelf space
among bread and sweet goods distributors. Sara Lee Corporation, George Weston
Limited, Flowers Foods, Inc. and Grupo Bimbo, S.A. are the Companys largest
bread competitors, each marketing bread products under various brand names.
George Weston Limited, Grupo Bimbo, S.A., McKee Foods Corporation and Tasty
Baking Company are the largest competitors of the Company with respect to sweet
goods sales. The Company from time to time experiences price pressure in
certain of its markets as a result of competitors promotional pricing
practices. However, the Company believes that its geographic diversity helps
to limit the effect of regionally-based competition.

Governmental Regulation; Environmental Matters

The Companys operations are subject to regulation by various federal,
state and local government entities and agencies. As a baker of fresh baked
bread and sweet goods, the Companys operations are subject to stringent
quality and labeling standards, including the Federal Food and Drug Act. Its
bakery operations and delivery fleet are subject to various federal, state and
local environmental laws and workplace regulations, including the Occupational
Safety and Health Act, the Fair Labor Standards Act, the Clean Air Act and the
Clean Water Act. The Company believes that its current legal and environmental
compliance programs adequately address such concerns and that it is in
substantial compliance with such applicable laws and regulations.

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The Company has underground storage tanks at various locations throughout
the United States which are subject to federal and state regulations
establishing minimum standards for these tanks and where necessary, remediation
of associated contamination. The Company is presently in the process of
remediating any contaminated sites. In addition, the Environmental Protection
Agency (EPA) has made inquiries into the refrigerant handling practices of
companies in its industry. One of these companies entered into a negotiated
settlement with the EPA and made a substantial settlement payment.
The Company has received a request for information from the EPA relating
to the Companys handling of regulated refrigerants, which it uses in equipment
in its bakeries for a number of purposes, including to cool the dough during
the production process. In January 2002, the EPA offered a partnership program
to members of the baking industry pursuant to which individual companies can
elect to participate. Because it had previously received a request for
information from the EPA, the Company was excluded from the program. The
Company believes it should be allowed to participate in, and receive the
benefits of, the program, and it plans to pursue this issue with the EPA. The
EPA has not assessed any fines relating to its practices to date; however, the
EPA may do so in the future. If the EPA were to assess a fine against the
Company in connection with its handling of these regulated refrigerants, it
would vigorously challenge any such assessment. The Company has also received
notices from the EPA, state agencies, and/or private parties seeking
contribution, that it has been identified as a potentially responsible party
(PRP) under the Comprehensive Environmental Response, Compensation and
Liability Act (CERCLA) arising out of the alleged disposal of hazardous
substances at certain disposal sites on properties owned or controlled by
others. Because liability under CERCLA may be imposed retroactively without
regard to fault, the Company may be required to share in the cleanup cost with
respect to four Superfund sites. The Companys ultimate liability in
connection with these sites may depend on many factors including the volume and
types of materials contributed to the site, the number of other PRPs and their
financial viability and the remediation methods and technology to be used.

While it is difficult to quantify the potential financial impact of
actions involving environmental matters, particularly remediation costs at
waste disposal sites and future capital expenditures for environmental control
equipment, in the opinion of the Companys management, the ultimate liability
arising from such environmental matters, taking into account established
accruals for estimated liabilities, should not be material to the Companys
overall financial position, but could be material to results of operations or
cash flows for a particular quarter or annual period.

Trends, Risks and Uncertainties

Competition could adversely impact operating results.

The baking industry is highly competitive. Some of the Companys
competitors are larger and have greater financial resources than the Company.
From time to time, the Company experiences price pressure in certain of its
markets as a result of its competitors promotional pricing practices.
Increased competition could result in reduced sales, margins, profits and
market share. See Business  Competition.

Increases in prices and shortages of raw materials, fuels and utilities could
cause costs to increase.

The principal raw materials, including flour, sugar and edible oils used
to bake the Companys fresh bread and sweet goods and the paper, films and
plastics used to package its products, are subject to substantial price
fluctuations. Commodity prices have been volatile and may continue to be
volatile. Any substantial increase in the prices of raw materials may have an
adverse impact on the Companys profitability. The Company enters into
contracts to be performed in the future, generally with a term of one year or
less, to purchase raw materials at fixed prices to protect it against price
increases. These contracts could cause the Company to pay higher prices for
raw materials than are available in the spot markets. The Companys bakeries
and other facilities also use natural gas, propane and electricity to operate.
The Companys distribution operations use gasoline and diesel fuel to deliver
its products. Substantial future increases in prices for, or shortages of,
these fuels or electricity could have a material adverse effect on the
Companys operations and financial results. See Business  Sources and
Availability of Raw Materials.

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The unavailability or unsuccessful integration of future acquisitions or
difficulties in the construction and startup of new baking facilities could
adversely affect growth and profits.

The Companys industry is mature, with growth potential constrained by
U.S. population growth. The Company has grown primarily by acquiring, then
integrating and operating, other baking businesses. These acquisitions have
allowed the Company to increase the number of locations where it sells its
products, leverage its purchasing power, enhance its brand management
capabilities and achieve operating efficiencies. The availability of
attractive baking businesses, however, is becoming increasingly limited. In
addition, the Company competes for baking businesses with larger companies that
may have significantly greater financial resources than it does. The Company
may not identify or succeed in acquiring attractive baking businesses in the
future or succeed in reducing the costs and increasing the profitability of any
business it may acquire. Antitrust laws may also affect the Companys ability
to make acquisitions or the manner in which it operates acquired businesses.
The Companys ability to complete significant acquisitions also depends partly
on its ability to raise money in the debt and equity markets to finance these
acquisitions. There can be no assurance that it will be able to obtain debt or
equity financing on acceptable terms.

Acquisitions of baking businesses involve numerous other risks, including
problems integrating the purchased operations, personnel or products with
existing business; unanticipated costs and lower than expected synergistic
benefits; diversion of managements attention from its core business; adverse
effects on existing business relationships with suppliers and customers; and
potential loss of the Companys key employees or the key employees of any
business it acquires.

In addition to acquiring other companies, the Companys strategy includes
building new bakeries to improve efficiency and replace less efficient
operations. There are a number of uncertainties in the construction of new
bakeries, including the timing and cost of construction and unexpected problems
and delays during startup, including equipment and supplier problems. These
factors may adversely affect product quality, volumes and shipments, negatively
impacting operating and financial results.

Economic downturns could cause consumers to shift their food purchases from
branded products to lower priced items.

The willingness of consumers to purchase premium branded food products
depends in part on national and local economic conditions. In periods of
economic downturns or uncertainty, consumers tend to purchase more private
label or other lower priced products. If this were to happen, the Companys
sales volume of higher margin branded products and its profitability could
suffer accordingly.

Further consolidation in the food retail industry may adversely impact
profitability.

As supermarket chains continue to consolidate and as mass merchants gain
scale, the Companys larger customers may seek more favorable terms for their
purchases of its products, including increased spending on promotional
programs. Sales to the Companys larger customers on terms less favorable than
its current terms could have an adverse effect on the Companys profitability.

Future product recalls or safety concerns could adversely impact business and
financial results.

The Company may be required to recall certain of its products should they
be mislabeled, contaminated or damaged. The Company may also become involved
in lawsuits and legal proceedings if it is alleged that the consumption of any
of its products causes injury, illness or death. A product recall or an
adverse result in any such litigation could have a material adverse effect on
the Companys operating and financial results.

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The Company could be adversely affected if consumers in its principal
markets lose confidence in the safety and quality of its products. Adverse
publicity about the safety and quality of certain food products, like the
recent publicity about foods containing genetically modified ingredients,
whether or not valid, may discourage consumers from buying the Companys
products or cause production and delivery disruptions.

A number of the Companys brand names are owned, and products are produced
and sold under these brand names, by third parties outside the United States.
Product recalls or adverse publicity about the safety and quality of these
products could discourage consumers from buying the Companys products, which
could have a negative effect on its business and financial results.

Inability to anticipate changes in consumer preferences, which may result in
decreased demand for products.

The Companys success depends in part on its ability to anticipate the
tastes and dietary habits of consumers and to offer products that appeal to
their preferences. Consumer preferences change, and the Companys failure to
anticipate, identify or react to these changes could result in reduced demand
for its products, which could in turn cause its financial and operating results
to suffer.

Terms of collective bargaining agreements and labor disruptions could adversely
impact operations.

The Companys operations could be adversely affected by its failure to
reach agreement with labor unions representing its employees. In fiscal 2000,
the Company experienced an eight day work stoppage at five northeastern
bakeries, which had an adverse impact on its operations. The Companys
operations also could be adversely affected by terms of collective bargaining
agreements that prevent it from competing effectively. See Business 
Employees.

Government regulation could adversely impact operations.

The Companys operations and properties are subject to regulation by
federal, state and local government entities and agencies. Future compliance
with or violation of such regulations, and future regulation by various
federal, state and local government entities and agencies, which could become
more stringent, may have a material adverse effect on the Companys operations
and financial results. The Company could also be subject to litigation arising
out of government regulations, which could have a material adverse effect on
the Companys operations and financial results. See Business  Governmental
Regulation; Environmental Matters.




|        |  |           
|------- |  | ----------
|ITEM 2. |  | PROPERTIES

Bakeries

The Company owns (unless otherwise noted) and operates bakeries in the
following locations:

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|                                 |  |                            
|-------------------------------- |  | ---------------------------
|Wonder                           |  | J.J. Nissen/Wonder/Hostess 
|Anchorage, Alaska                |  | Biddeford, Maine           
|Pomona, California               |  |                            
|Sacramento, California           |  | Butternut                  
|Tampa, Florida                   |  | Decatur, Illinois          
|Hodgkins, Illinois               |  | Peoria, Illinois           
|Waterloo, Iowa                   |  | Grand Rapids, Michigan     
|Kansas City, Missouri            |  | Boonville, Missouri        
|Jamaica, New York                |  | Springfield, Missouri      
|Akron, Ohio                      |  | Cincinnati, Ohio           
|Columbus, Ohio                   |  |                            
|Defiance, Ohio                   |  | Merita                     
|Toledo, Ohio                     |  | Birmingham, Alabama        
|Salt Lake City, Utah             |  | Jacksonville, Florida      
|Tacoma, Washington               |  | Orlando, Florida           
|                                 |  | Charlotte, North Carolina  
|Bagels                           |  | Rocky Mount, North Carolina
|Milwaukee, Wisconsin             |  | Florence, South Carolina   
|                                 |  | Knoxville, Tennessee       
|Hostess                          |  |                            
|Los Angeles, California          |  | Dolly Madison              
|Schiller Park, Illinois          |  | Los Angeles, California    
|Seattle, Washington              |  | Columbus, Georgia          
|                                 |  | Columbus, Indiana          
|Wonder/Hostess                   |  | Emporia, Kansas            
|San Francisco, California        |  |                            
|Denver, Colorado                 |  | Drakes                    
|Indianapolis, Indiana            |  | Wayne, New Jersey          
|Davenport, Iowa                  |  |                            
|St. Louis, Missouri              |  | Millbrook                  
|Buffalo, New York                |  | Glendale, California       
|Tulsa, Oklahoma                  |  | Los Angeles, California    
|Philadelphia, Pennsylvania       |  | San Diego, California      
|Memphis, Tennessee               |  |                            
|Ogden, Utah                      |  | Parisian                   
|                                 |  | San Francisco, California  
|Cottons Holsum                  |  |                            
|Alexandria, Louisiana            |  | Sunbeam                    
|Monroe, Louisiana                |  | New Bedford, Massachusetts 
|                                 |  |                            
|Mrs. Cubbisons                  |  | Sweetheart                 
|Montebello, California (leased)  |  | Billings, Montana          
|                                 |  |                            
|Holsum                           |  | Di Carlo                   
|Miami, Florida                   |  | San Pedro, California      
|                                 |  |                            
|Colombo                          |  | Eddys                     
|Castroville, California (leased) |  | Boise, Idaho               
|Oakland, California              |  |                            
|Sacramento, California           |  |                            

-7-



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##### Table of Contents



In fiscal 2002, the Company purchased a facility near Las Vegas, Nevada,
which is being converted to a bakery, and it began work on major upgrades to
its existing bakeries in Orlando, Florida, Tulsa, Oklahoma, and Birmingham,
Alabama. These projects should be completed during fiscal 2003.

Other Properties

The Company operates more than 1,100 distribution centers and
approximately 1,375 thrift stores which are located throughout the Companys
distribution area. Generally, each thrift store is between 500 and 2,000
square feet in size. Most of the stores are located at the Companys
distribution centers, with the remainder located along the Companys
distribution routes. The majority of the Companys distribution centers and
thrift stores are leased facilities.




|        |  |                  
|------- |  | -----------------
|ITEM 3. |  | LEGAL PROCEEDINGS

On July 17, 2002, the Company was served with a state court complaint now
removed and pending in the United States District Court for the Northern
District of Illinois, captioned Anael, et al. v. Interstate Brands Corporation
and Interstate Bakeries Corporation, Case No. 2C 5192, filed by one employee
and one former employee of the Company. This complaint arises, in part, out of
the Companys removal of insulation alleged to have contained asbestos on an
out-of-service hot water tank at its Schiller Park, Illinois, bakery in January
1998. The Company has also been a defendant in other civil actions and the
subject of governmental investigations arising out of the situation described
above. Of the civil actions, those remaining are Anael v. Interstate Brands
Corporation, Case No. 00 C 6765, filed October 3, 2000, pending in the United
States District Court, Northern District of Illinois; and a class action suit
captioned Dennis Gianopolous, et al. v. Interstate Brands Corporation and
Interstate Bakeries Corporation, Case No. 98 C 1073, filed February 2, 1998,
each pending in the Circuit Court of Cook County, Illinois. These civil
actions seek monetary damages, funds for medical monitoring and, in one case,
damages under the Racketeer Influenced and Corrupt Organization Act. In
addition, related to the same facts, on July 8, 1998, the Des Plaines, Illinois
office of the U.S. Department of Labor cited, in Inspection Number 122496300,
the Company for alleged violation of the Occupational Safety and Health Act,
and also in 1998 the office of the U.S. Attorney for the Northern District of
Illinois in a joint investigation with Illinois officials began investigating
the possibility of criminal violations of the Clean Air Act by the Company. In
none of the foregoing cases has any court or governmental body made any factual
finding of liability or violation by the Company of environmental regulations.
Based upon the Companys own investigations and the advice of its expert
advisors, the Company believes because, among other reasons, that the
insulation was fiberglass, not asbestos, that all of these matters are without
merit, and it will continue vigorously to defend this position in each matter.

The Company is also involved in routine claims and legal actions that
arise in the ordinary course of business. The Companys management intends to
vigorously defend these claims and believes that the ultimate disposition of
these matters will not have a material adverse effect on its overall financial
position but could be material to results of operations or cash flows for a
particular quarter or annual period.




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

Not applicable.

-8-



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##### Table of Contents









PART II

|        |  |                                                                      
|------- |  | ---------------------------------------------------------------------
|ITEM 5. |  | MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The section entitled Common Stock Information appearing on the inside
front cover of the Annual Report is incorporated herein by this reference.
Note 2, entitled Debt, to the consolidated financial statements appearing on
pages 26 and 27 of the Annual Report is also incorporated herein by this
reference with regard to limitations on cash dividends and Common Stock
repurchases. The section entitled, Managements Discussion and Analysis of
Financial Condition and Results of Operations, specifically the subsection
entitled Cash Resources and Liquidity appearing on page 18 of the Annual
Report is also incorporated herein by this reference with regard to planned
Common Stock repurchases and dividend payments on the Common Stock.

The section entitled Equity Compensation Plan Information as of June 1,
2002 appearing on page 13 of the Proxy Statement is incorporated herein by
this reference.




|        |  |                        
|------- |  | -----------------------
|ITEM 6. |  | SELECTED FINANCIAL DATA

The section entitled Five-Year Summary of Financial Data, appearing on
page 13 of the Annual Report, is incorporated herein by this reference.




|        |  |                                                                                      
|------- |  | -------------------------------------------------------------------------------------
|ITEM 7. |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The section entitled Managements Discussion and Analysis of Financial
Condition and Results of Operations appearing on pages 14 to 18 of the Annual
Report is incorporated herein by this reference.




|         |  |                                                           
|-------- |  | ----------------------------------------------------------
|ITEM 7A. |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The section entitled Quantitative and Qualitative Disclosures About
Market Risk appearing on page 19 of the Annual Report is incorporated herein
by this reference.




|        |  |                                            
|------- |  | -------------------------------------------
|ITEM 8. |  | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The consolidated financial statements and accompanying notes and the
Independent Auditors Report appearing on pages 20 to 35 of the Annual Report
are incorporated herein by this reference.




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

Not applicable.




PART III

The information required by Part III (Items 10, 11, 12 and 13) is
incorporated herein by reference to the Companys definitive proxy statement,
filed on August 23, 2002.

-9-



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##### Table of Contents









PART IV

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



| | (a) |  | Documents Filed as Part of this Report:
| | --- |  | ---------------------------------------



| | 1. |  | Financial Statements                                                                                                       
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------
|
| |    |  | The following financial statements and report included in the
Companys Annual Report are incorporated herein by reference:

|                                                                                                          |                                                
|--------------------------------------------------------------------------------------------------------- | -----------------------------------------------
|Consolidated Balance Sheets at June 1, 2002 and June 2, 2001                                             
|For the 52 weeks ended June 1, 2002, the 52 weeks ended
June 2, 2001 and the 53 weeks ended June 3, 2000:
|                                                                                                          | Consolidated Statements of Income              
|                                                                                                          | Consolidated Statements of Cash Flows          
|                                                                                                          | Consolidated Statements of Stockholders Equity
|Notes to Consolidated Financial Statements                                                               
|Independent Auditors Report dated July 26, 2002                                                         



| | 2. |  | Financial Statement Schedule                                          
| | -- |  | ----------------------------------------------------------------------
|
| |    |  | The following report and schedule are filed herewith as a part hereof:

|                                                                                                                                                                                                                                                                               |                                     
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------
|Independent Auditors Report dated July 26, 2002                                                                                                                                                                                                                              
|Schedule for 52 weeks ended June 1, 2002, 52 weeks ended
June 2, 2001 and the 53 weeks ended June 3, 2000:                                                                                                                                                                    
|                                                                                                                                                                                                                                                                               | II Valuation and Qualifying Accounts
|                                                                                                                                                                                                                                                                              
|All other schedules have been omitted since the
required information is not present or not present in
amounts sufficient to require submission of the
schedule, or because the information required is
included in the consolidated financial statements or
the notes thereto.



| | 3. |  | Exhibits                                     
| | -- |  | ---------------------------------------------
|
| |    |  | The exhibits are listed in the Exhibit Index.



| | (b) |  | Reports on Form 8-K:                                                                                                                                                                                                                               
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | A report on Form 8-K was filed on April 2, 2002 regarding the
agreement by the Company to purchase the Companys common stock
from, and the exercise of registration rights by, an affiliate of
Nestlè S.A.                                        
|
| |     |  | A report on Form 8-K was filed on April 26, 2002 regarding the
completion of the purchase by the Company of the Companys common
stock from an affiliate of Nestlè S.A. and an amendment to the
Companys credit facility related to such purchase.

-10-



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##### Table of Contents






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.

|                       |  |                                 |  |                                                                      
|---------------------- |  | ------------------------------- |  | ---------------------------------------------------------------------
|                       |  | INTERSTATE BAKERIES CORPORATION
|                       |  |                                 |  |                                                                      
|Dated: August 19, 2002 |  | By:                             |  | /s/ Charles A. Sullivan                                              
|                       |  |                                 |  |                                                                      
|                       |  |                                 |  | Charles A. Sullivan
Chairman of the Board and
Chief Executive Officer

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 indicated and on the dates indicated.

|                                                 |  |                                                                                                |  |                
|------------------------------------------------ |  | ---------------------------------------------------------------------------------------------- |  | ---------------
|                                                 |  | Capacities                                                                                     |  |                
|Name of Signatory                                |  | In Which Signing                                                                               |  | Date           
|                                                 |  |                                                                                                |  |                
|                                                 |  |                                                                                                |  |                
|/s/ Charles A. SullivanCharles A. Sullivan       |  | Chairman of the Board, Chief
Executive Officer and Director
(Principal Executive Officer)      |  | August 19, 2002
|                                                
|                                                 |  |                                                                                                |  |                
|                                                
|/s/ Frank W. CoffeyFrank W. Coffey               |  | Senior Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer) |  | August 19, 2002
|                                                
|                                                 |  |                                                                                                |  |                
|                                                
|/s/ Michael J. AndersonMichael J. Anderson       |  | Director                                                                                       |  | August 19, 2002
|                                                
|                                                 |  |                                                                                                |  |                
|                                                
|/s/ G. Kenneth BaumG. Kenneth Baum               |  | Director                                                                                       |  | August 19, 2002
|                                                
|                                                 |  |                                                                                                |  |                
|                                                
|/s/ Leo BenatarLeo Benatar                       |  | Director                                                                                       |  | August 19, 2002
|                                                
|                                                 |  |                                                                                                |  |                
|                                                
|/s/ E. Garrett Bewkes, Jr.E. Garrett Bewkes, Jr. |  | Director                                                                                       |  | August 19, 2002
|                                                
|                                                 |  |                                                                                                |  |                
|                                                
|/s/ Robert B. CalhounRobert B. Calhoun           |  | Director                                                                                       |  | August 19, 2002
|                                                
|                                                 |  |                                                                                                |  |                
|                                                
|/s/ Frank E. HortonFrank E. Horton               |  | Director                                                                                       |  | August 19, 2002
|                                                
|                                                 |  |                                                                                                |  |                
|                                                
|/s/ James R. ElsesserJames R. Elsesser           |  | Director                                                                                       |  | August 19, 2002
|                                                
|                                                 |  |                                                                                                |  |                
|                                                
|/s/ Richard L. MetrickRichard L. Metrick         |  | Director                                                                                       |  | August 19, 2002

-11-



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##### Table of Contents



INDEPENDENT AUDITORS REPORT

Interstate Bakeries Corporation

We have audited the consolidated financial statements of Interstate
Bakeries Corporation and its subsidiaries (the Company) as of June 1, 2002
and June 2, 2001, and for each of the three fiscal years in the period ended
June 1, 2002, and have issued our report thereon dated July 26, 2002; such
consolidated financial statements and report are included in your 2002 Annual
Report to Stockholders and are incorporated herein by reference. Our audits
also included the consolidated financial statement schedule of the Company,
listed on Item 14. This consolidated financial statement schedule is the
responsibility of the Companys management. Our responsibility is to express
an opinion based on our audits. In our opinion, such consolidated financial
statement schedule, when considered in relation to the basic consolidated
financial statements taken as a whole, presents fairly in all material respects
the information set forth therein.

/s/ Deloitte & Touche LLP

Kansas City, Missouri
July 26, 2002





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##### Table of Contents



INTERSTATE BAKERIES CORPORATION
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
FIFTY-TWO WEEKS ENDED JUNE 1, 2002,
FIFTY-TWO WEEKS ENDED JUNE 2, 2001
AND FIFTY-THREE WEEKS ENDED JUNE 3, 2000
(In Thousands)

|                                                            |  |                     |       |                   |  |                      |        |        |  |                   |       |  |  |   |       | 
|----------------------------------------------------------- |  | ------------------- | ----- | ----------------- |  | -------------------- | ------ | ------ |  | ----------------- | ----- |  |  | - | ----- | 
|                                                            |  | Balance at          |       | Additions charged |  |                      |        |        |  | Balance at end of
|Description                                                 |  | beginning of period |       | to income         |  | Accounts charged off |        | period
|                                                            |  |                     |       |                   |  |                      |        |       
|2002:                                                       |  |                     |       |                   |  |                      |        |        |  |                   |       |  |  |   |       | 
|Reserve for
discounts and
allowances on
accounts receivable |  | $                   | 3,517 |                   |  | $                    | 951    |        |  | $                 |      |  |  | $ | 4,468 | 
|Allowance for
doubtful accounts                             |  |                     | 4,069 |                   |  |                      | 5,104  |        |  |                   | 4,973 |  |  |   | 4,200 | 
|                                                            |  |                     |       |                   |  |                      |        |        |  |                   |       |  |  |   |       | 
|                                                            |  | $                   | 7,586 |                   |  | $                    | 6,055  |        |  | $                 | 4,973 |  |  | $ | 8,668 | 
|                                                            |  |                     |       |                   |  |                      |        |        |  |                   |       |  |  |   |       | 
|2001:                                                       |  |                     |       |                   |  |                      |        |        |  |                   |       |  |  |   |       | 
|Reserve for
discounts and
allowances on
accounts receivable |  | $                   | 3,464 |                   |  | $                    | 53     |        |  | $                 |      |  |  | $ | 3,517 | 
|Allowance for
doubtful accounts                             |  |                     | 4,638 |                   |  |                      | 2,316  |        |  |                   | 2,885 |  |  |   | 4,069 | 
|                                                            |  |                     |       |                   |  |                      |        |        |  |                   |       |  |  |   |       | 
|                                                            |  | $                   | 8,102 |                   |  | $                    | 2,369  |        |  | $                 | 2,885 |  |  | $ | 7,586 | 
|                                                            |  |                     |       |                   |  |                      |        |        |  |                   |       |  |  |   |       | 
|2000:                                                       |  |                     |       |                   |  |                      |        |        |  |                   |       |  |  |   |       | 
|Reserve for
discounts and
allowances on
accounts receivable |  | $                   | 4,538 |                   |  | $                    | (1,074 | )      |  | $                 |      |  |  | $ | 3,464 | 
|Allowance for
doubtful accounts                             |  |                     | 4,240 |                   |  |                      | 2,665  |        |  |                   | 2,267 |  |  |   | 4,638 | 
|                                                            |  |                     |       |                   |  |                      |        |        |  |                   |       |  |  |   |       | 
|                                                            |  | $                   | 8,778 |                   |  | $                    | 1,591  |        |  | $                 | 2,267 |  |  | $ | 8,102 | 
|                                                            |  |                     |       |                   |  |                      |        |        |  |                   |       |  |  |   |       | 





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##### Table of Contents



EXHIBIT INDEX

|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |  |  | 
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  |  | 
|Exhibit |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |  |  | 
|Number  |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  |  |  | 
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |  |  | 
|3.1     |  | Restated Certificate of Incorporation of Interstate Bakeries Corporation,
as amended (incorporated herein by reference to Exhibit 3.1 to Interstate
Bakeries Corporations Amendment No. 1 to its Quarterly Report on Form
10-Q for the quarter ended March 9, 2002, filed on April 19, 2002).                                                                                                                                                                                                                                                                                                                              
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|3.2     |  | Restated Bylaws of Interstate Bakeries Corporation.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|4.1     |  | Preferred Stock Purchase Rights Agreement effective as of May 8, 2000
(incorporated herein by reference to the Current Report on Form 8-K of
Interstate Bakeries Corporation filed on May 16, 2000).                                                                                                                                                                                                                                                                                                                                                                                                                        
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|10.1    |  | Employment Agreement, dated as of March 1, 1989, by and among Interstate
Bakeries Corporation, Interstate Brands Corporation and Charles A.
Sullivan (incorporated herein by reference to Exhibit 10.2 to the
Registration Statement on Form S-1 of Interstate Bakeries Corporation,
File No. 33-40830) and Restated Memorandum of Agreement dated as of July
22, 1992 by and among Interstate Bakeries Corporation, Interstate Brands
Corporation and Charles A. Sullivan (incorporated herein by reference to
Exhibit 10.5 to the Annual Report on Form 10-K of Interstate Bakeries
Corporation filed on August 20, 1992).
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|10.2    |  | Amended and Restated Credit Agreement among Interstate Bakeries
Corporation, as a Guarantor, Interstate Brands Corporation and Interstate
Brands West Corporation, each as a Borrower, the several Lenders from time
to time parties hereto, and The Chase Manhattan Bank, as Administrative
Agent, dated as of April 25, 2002 (incorporated herein by reference to
Exhibit 10.3 to Interstate Bakeries Corporations Amendment No. 2 to its
Registration Statement on Form S-3, File No. 333-86560, filed May 8, 2002).                                                                                                    
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|10.3    |  | Guarantee and Collateral Agreement made by Interstate Bakeries
Corporation, Interstate Brands Corporation, Interstate Brands West
Corporation and certain of their Subsidiaries, in favor of The Chase
Manhattan Bank, as Administrative Agent, dated as of July 19, 2001
(incorporated herein by reference to Exhibit 10.4 to the Annual Report on
Form 10-K of Interstate Bakeries Corporation filed on August 24, 2001).                                                                                                                                                                                                 
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|10.4    |  | Interstate Bakeries Corporation 1996 Stock Incentive Plan (incorporated
herein by reference to Exhibit A to the Proxy Statement relating to the
1996 Annual Meeting of Stockholders of Interstate Bakeries Corporation).                                                                                                                                                                                                                                                                                                                                                                                                    
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|10.5    |  | Interstate Bakeries Corporation Incentive Compensation Plan (incorporated
herein by reference to Interstate Bakeries Corporation Amendment No. 2 to
its Registration Statement on Form S-3, File No. 333-86560, filed on May 8, 2002).                                                                                                                                                                                                                                                                                                                                                                                      
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|10.6    |  | Interstate Bakeries Corporation 1993 Non-Qualified Deferred Compensation
Plan (incorporated herein by reference to Interstate Bakeries Corporation
Amendment No. 2 to its Registration Statement on Form S-3, File No.
333-86560, filed on May 8, 2002).                                                                                                                                                                                                                                                                                                                                                                    





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##### Table of Contents



|        |  |                                                                                                                                                                                                                                                                                      |  |  |  | 
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  |  |  | 
|Exhibit |  |                                                                                                                                                                                                                                                                                      |  |  |  | 
|Number  |  | Description                                                                                                                                                                                                                                                                          |  |  |  | 
|        |  |                                                                                                                                                                                                                                                                                      |  |  |  | 
|10.7    |  | Interstate Bakeries Corporation Supplemental Executive Retirement Plan.*                                                                                                                                                                                                            
|        |  |                                                                                                                                                                                                                                                                                     
|10.8    |  | Interstate Bakeries Corporation Rabbi Trust Agreement.*                                                                                                                                                                                                                             
|        |  |                                                                                                                                                                                                                                                                                     
|10.9    |  | Form of Award Notice and Non-Qualified Stock Option Agreement pursuant to
the Interstate Bakeries Corporation 1996 Stock Incentive Plan.*                                                                                                                                           
|        |  |                                                                                                                                                                                                                                                                                     
|10.10   |  | Form of Award Notice and Incentive Stock Option Agreement pursuant to
the Interstate Bakeries Corporation 1996 Stock Incentive Plan.*                                                                                                                                               
|        |  |                                                                                                                                                                                                                                                                                     
|13.1    |  | Inside front cover and pages 13 to 35 of the Interstate Bakeries
Corporation Annual Report to security holders for the year ended June 1,
2002. (Those portions of the Annual Report to security holders not listed
here shall not be deemed to be filed as a part of this Report.)*
|        |  |                                                                                                                                                                                                                                                                                     
|21.1    |  | Subsidiaries of Interstate Bakeries Corporation (incorporated herein by
reference to Exhibit 21.1 to the Annual Report on Form 10-K of Interstate
Bakeries Corporation filed on August 20, 1999).                                                                                   
|        |  |                                                                                                                                                                                                                                                                                     
|99.1    |  | Certification of Charles A. Sullivan pursuant to 18 U.S.C. Section 1350.*                                                                                                                                                                                                           
|        |  |                                                                                                                                                                                                                                                                                     
|99.2    |  | Certification of Frank W. Coffey pursuant to 18 U.S.C. Section 1350.*                                                                                                                                                                                                               



---

|* |  | Filed herewith
|- |  | --------------