UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                  FORM 10-K

(Mark One)
     [ X ]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934

For the fiscal year ended                May 29, 1999
                          ----------------------------------------------------
                                       OR

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

For the transition period from                  to
                              ----------------     ---------------

Commission File Number 1-11165
                       -------

                         INTERSTATE BAKERIES CORPORATION
------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

      Delaware                                               43-1470322
--------------------                                   -----------------------
(State or other jurisdiction                               (I.R.S. Employer
of incorporation or organization)                          Identification No.)

12 East Armour Boulevard, Kansas City, Missouri                    64111
-----------------------------------------------                  ---------
   (Address of principal executive offices)                      (Zip Code)

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

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

Title of each class               Name of each exchange on which registered

Common Stock,
$.01 par value per share                     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       X                       No
             ---------                        ---------
<PAGE>

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.

              [  ]

The aggregate market value of the voting stock held by non-affiliates of the
registrant was $899,602,311 as of August 2, 1999.  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 70,293,437 shares of Common Stock, $.01 par value per share,
outstanding as of August 2, 1999.

                      DOCUMENTS INCORPORATED BY REFERENCE
                      -----------------------------------
            Part and Item                     Document Incorporated
            of Form 10-K:                         By Reference
            -------------                     ---------------------

            Part II, Item 5                   Annual Report*

            Part II, Item 6                   Annual Report*

            Part II, Item 7                   Annual Report*

            Part II, Item 8                   Annual Report*

            Part III, Item 10                 Proxy Statement**

            Part III, Item 11                 Proxy Statement**

            Part III, Item 12                 Proxy Statement**

            Part III, Item 13                 Proxy Statement**
-------------------------------------------------------------------
       * Refers to portions of Registrant's annual report to security
         holders with respect to the fiscal year ended May 29, 1999.
      ** Refers to portions of Registrant's definitive proxy statement
         filed on August 20, 1999.

<PAGE>

                             FORWARD-LOOKING STATEMENTS

     Certain statements incorporated by reference or made in this Report,
including those under the captions "Business," "Legal Proceedings" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," and elsewhere are "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995, and are subject to
the safe harbor created by that Act.  Such forward-looking statements include,
without limitation, the future availability and prices of raw materials, the
availability of capital on acceptable terms, the competitiveness of the bread
and cake industry, potential environmental liabilities and other statements
contained herein that are not historical facts.  Because such forward-looking
statements involve risks and uncertainties, there are important factors that
could cause actual results to differ materially from those expressed or
implied by such forward-looking statements.  Factors that could cause actual
results to differ materially include, but are not limited to, changes in
general economic and business conditions (including in the bread and cake
markets), Interstate Bakeries Corporation's ability to recover its raw
material costs in the pricing of its products, the availability of capital on
acceptable terms, actions of competitors and governmental entities, the extent
to which Interstate Bakeries Corporation is able to develop new products and
markets for its products, the time required for such development, the level of
demand for such products, changes in Interstate Bakeries Corporation's
business strategies and other factors.

<PAGE>

                             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 bakery
products 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 "Ho-Hos," 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 distributes its products in markets representing
approximately 90% of the United States population.  The Company operates 67
bakeries and approximately 1,500 thrift stores and employs more than 34,000
people.  Its sales force delivers products directly from the Company's more
than 1,300 distribution centers to more than 200,000 food outlets and stores.

     The Company or its predecessors have baked and distributed fresh bread
and cake products since 1927.  The Company has grown to its present size
primarily through acquisitions of other baking businesses.  In its 1988 fiscal
year, the Company underwent a change in control through a leveraged buyout
transaction and acquired 10 bakeries in the southeastern United States.  In
July 1991, the Company returned to the public market by issuing shares of
Common Stock.  In July 1995, the Company acquired Continental Baking Company
("CBC") from Ralston Purina Company ("Ralston") for $220,000,000 in cash and
33,846,154 shares of Common Stock.  Since the acquisition of CBC, the Company
has taken significant steps to continue to build and capitalize on the brand
equity in the "Wonder" and "Hostess" brands.  The Company has also worked to
realize cost savings from the CBC acquisition and to achieve economies of
scale in its operations.  On July 29, 1997, Ralston issued $479,953,687.50 of
7% Stock Appreciation Income Linked Securities  ("SAILS"), which are
exchangeable at maturity, at the option of Ralston, for cash or up to
15,498,000 shares of the Company's Common Stock.  Pursuant to the SAILS
transaction, the Company repurchased 2,000,000 shares of its Common Stock from
Ralston for $60,079,375, or $30.0396875 per share, which amount was the
closing sales price of the Common Stock on the New York Stock Exchange on July
23, 1997 of $30.96875 per share, less a 3% discount.

     During the 1998 fiscal year, the Company purchased from Ralston 1,200,000
shares of the Company's Common Stock at an average price of $31.375 per share,
and during the 1999 fiscal year, the Company purchased from Ralston 500,000
shares at $28.375 per share.

<PAGE>

     On September 23, 1997, the Company declared a two-for-one stock split
effected in the form of a stock dividend payable November 3, 1997 to
stockholders of record of the Company's common stock at the close of business
October 15, 1997.  All share and per share amounts presented reflect this
stock split.

Products and Brands
-------------------

     The Company produces, markets, distributes and sells white breads,
variety breads, crusty breads, reduced calorie breads, English muffins, rolls
and buns under a number of well-known national brand names, including
"Wonder," "Home Pride" and "Bread du Jour," and regional brand names
including "Beefsteak," "Buttermaid," "Butternut," "Colombo," "Cotton's
Holsum," "DiCarlo," "Eddy's ," "Emperor Norton," "Holsum," "J.J. Nissen,"
"Merita," "Millbrook Farms," "Parisian," "Sunbeam," "Sweetheart,"
"Toscano" and "Weber's"; bagels under the brand name "Braun's"; and
croutons under the brand names "Mrs. Cubbison's" and "Marie Callender'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 Sunmaid  raisin bread.  The Company's various brands are
positioned across a wide spectrum of consumer categories and price points.

     The Company believes that its brand trademarks such as "Wonder ,"
"Hostess," "Home Pride," "Butternut" and "Dolly Madison" and product
trademarks such as "Twinkies," "Ho-Hos" and "Zingers" are of material
importance to its strategy of brand building.  The Company also owns a number
of patents related to the processes used in making the Company's bread and
cake products.  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.

Marketing and Distribution
--------------------------

     The majority of the Company's bread sales are through supermarkets, while
the Company's cake products are sold principally through supermarkets and
convenience stores.  Cake sales tend to be somewhat seasonal, with a
historically weak winter period, which the Company believes is attributable to
home baking and consumption patterns during the holiday season.  Spring and
early summer months are historically stronger due to increased sales of
shortcake products during the fresh strawberry season.  No single customer
accounts for more than 5% 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.

<PAGE>

     The Company distributes its products in markets representing
approximately 90% of the United States population, with its strongest presence
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 67 bakeries to its more than 1,300 distribution centers.  The
products are then delivered primarily to supermarkets and convenience stores
by the Company's sales force on its more than 11,000 delivery routes.  Unsold
products are picked up by the Company's sales force and delivered to the
Company's more than 1,500 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 May 29, 1999.

Sources and Availability of Raw Materials
-----------------------------------------

     The ingredients of bread and cake products, principally flour, sugar and
edible oils, are readily available from numerous sources.  Generally, the
Company purchases its commodity requirements on the spot markets, although the
Company attempts to lock in prices for raw materials through advance purchase
contracts, generally not longer than one year in duration, when prices are
expected to increase.  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 results of
crop production, transportation and processing costs, governmental legislation
and policies and export sales demand.  Although commodity prices have been
volatile and may continue to be volatile, historically, the Company has been
able to recover the majority of its commodity cost increases through
increasing prices, switching to a higher-margin revenue mix and obtaining
additional operating efficiencies.

Employees
---------

     The Company employs more than 34,000 people.  Approximately 80% of the
Company's employees are covered by more than 600 union contracts.  Most of the
Company's unionized workers are members of either the International
Brotherhood of Teamsters or the Bakery, Confectionery and Tobacco Workers
International Union.  None of the 600 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.

<PAGE>

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

     The Company faces intense competition in all of its markets from large,
national bakeries and smaller regional operators, as well as from supermarket
chains with their own bakeries or private label products and grocery stores
with their own in-store bakeries.  Competition is based on product quality,
price, brand loyalty, effective promotional activities and the ability to
identify and satisfy emerging consumer preferences.  Customer service,
including frequency of deliveries 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 cake product distributors.  The Earthgrains
Company, Bestfoods and Flowers Industries, Inc. are the Company's largest
bread competitors, each marketing bread products under various brand names.
McKee Foods Corp., Tasty Baking Co. and Entenmann's are the largest
competitors of the Company with respect to cake 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 governmental entities and agencies.  As a baker of goods for
human consumption, the Company's operations are subject to stringent quality
and labeling standards, including the Federal Food and Drug Act.  The
operations of the Company's bakeries and its 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.

     The Company has underground fuel storage tanks at various locations
throughout the United States which are subject to federal and state
regulations establishing minimum standards for such tanks and where necessary,
remediation of associated contamination.  The Company is presently in the
process of remediating any contaminated sites.  In addition, the Company has
received notices from the United States Environmental Protection Agency, 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, as amended.  Because
of these activities, the Company may be required to share in the cost of
cleanup with respect to a relatively small number of "Superfund" sites.  The
Company's ultimate liability in connection with these sites may depend on many
factors including the volume of material contributed to the site, the number
of other PRP's 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 overall financial position of the Company, but could be material to
results of operations or cash flows for a particular quarter or annual period.
<PAGE>

Item 2.    Properties
-------    ----------

Bakeries
--------

     The Company produces substantially all of its products through its
national network of 67 bakeries.  All of the Company's bakeries are owned with
the exception of bakeries in San Diego, Castroville and Montebello,
California, all three of which are leased premises.  The Company's bakeries
are located as follows:

          Akron, Ohio                    Memphis, Tennessee
          Alexandria, Louisiana          Miami, Florida
          Anchorage, Alaska              Milwaukee, Wisconsin
          Biddeford, Maine               Minonk, Illinois
          Billings, Montana              Monroe, Louisiana
          Birmingham, Alabama            Montebello, California
          Boise, Idaho                   New Bedford, Massachusetts
          Boonville, Missouri            Northwood, Ohio
          Buffalo, New York              Oakland, California
          Castroville, California        Ogden, Utah
          Charlotte, North Carolina      Orlando, Florida
          Cincinnati, Ohio               Peoria, Illinois
          Columbus, Georgia              Philadelphia, Pennsylvania
          Columbus, Indiana              Pomona, California
          Columbus, Ohio                 Portland, Oregon
          Davenport, Iowa                Richmond, Virginia
          Decatur, Illinois              Rocky Mount, North Carolina
          Denver, Colorado               Sacramento, California (2)
          Detroit, Michigan              Salt Lake City, Utah
          Emporia, Kansas                San Diego, California (2)
          Florence, South Carolina       San Francisco, California (2)
          Glendale, California           San Pedro, California
          Grand Rapids, Michigan         Schiller Park, Illinois
          Hodgkins, Illinois             Seattle, Washington (2)
          Indianapolis, Indiana          Spokane, Washington
          Jacksonville, Florida          Springfield, Missouri
          Jamaica, New York              St. Louis, Missouri
          Kansas City, Missouri          Tampa, Florida
          Knoxville, Tennessee           Tulsa, Oklahoma
          Los Angeles, California (3)    Waterloo, Iowa
                                         Wayne, New Jersey


     The Company makes capital investments to update or retrofit its
facilities to produce new products on existing lines and to increase line
speeds.  The Company believes that its facilities are well maintained but
continues to pursue opportunities to enhance operating efficiencies through
strategic capital investments, some of which may allow the Company to realize
operating synergies through the consolidation of less efficient or redundant
facilities.  During fiscal 1999, the Company opened its $60 million Biddeford,
Maine bakery, which resulted in the closure of four less efficient bakeries in
the Northeast.  A similar consolidation effort is underway in the Company's
Pacific Northwest market area where production of three bakeries will be
merged into a single bakery in Lakewood, Washington by the spring of 2000.

<PAGE>

The Company also recently consolidated its Minot, North Dakota production into
Billings, Montana and its Roanoke, Virginia production into Charlotte, North
Carolina.

Other Properties
----------------

     The Company's more than 1,300 distribution centers and approximately
1,500 thrift stores are located throughout the Company's distribution area.
Generally, each thrift store is between 500 and 1,600 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
------     -----------------

     The Company has been named as a defendant in various claims arising out
of its normal business operations.  Based upon the facts available to date,
management believes that the Company has meritorious defenses to these actions
and that their ultimate resolution will not have a material adverse effect on
the Company's financial position.

Item 4.    Submission of Matters to a Vote of Security Holders
------     ---------------------------------------------------

     Not applicable.

                             PART II

Item 5.    Market for Registrant's Common Equity and Related Stockholder
------     -------------------------------------------------------------
           Matters
           -------

     The section entitled "Common Stock Information" appearing on page 1 of
the Annual Report is incorporated herein by this reference.  Note 2, entitled
"Description of Business and Significant Accounting Policies", specifically
the section subtitled "Stock Split" appearing on page 20 of the Annual Report
is also incorporated herein by this reference.  Note 3, entitled "Debt", to
the consolidated financial statements appearing on pages 20 and 21 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 "Capital
Resources and Liquidity" appearing on page 14 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 33,846,154
unregistered shares of the Company's Common Stock issued to Ralston on
July 22, 1995 in connection with the Company's acquisition of CBC, were issued
in reliance upon Section 4(2) of the Securities Act of 1933, as amended, as a
transaction by an issuer not involving any public offering.

Item 6.    Selected Financial Data
------     -----------------------

     The section entitled "Five-Year Summary of Financial Data", appearing on
page 12 of the Annual Report, is incorporated herein by this reference.

<PAGE>

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 13 and 14 of the
Annual Report is incorporated herein by this reference.

Item 7a.   Quantitative and Qualitative Disclosures About Market Risk
-------    ----------------------------------------------------------

     The Company is exposed to market risks relative to commodity price
fluctuations and interest rate changes.  The Company actively manages these
risks through the use of derivative financial instruments.  As a matter of
policy, the Company uses these financial instruments only for hedging
purposes, and the use of derivatives for trading and speculative purposes is
prohibited.

Commodity Prices

     Commodities used by the Company in the production of its products are
subject to wide price fluctuations, depending upon factors such as weather,
worldwide market supply and demand and government regulation.  To reduce the
risk associated with commodity price fluctuations (primarily for wheat), the
Company enters into commodity futures and options contracts, fixing commodity
prices for future periods.  A sensitivity analysis was prepared and based upon
the Company's commodity-related derivatives position as of May 29 1999, an
assumed 10% adverse change in commodity prices would not result in a material
effect on future earnings, fair values or cash flows of the Company.

Interest Rates

     The Company manages its exposure to interest rate risk through the use of
a combination of floating and fixed rate debt.  In addition, from time to
time, the Company has entered into interest rate swap agreements to fix rates
on variable rate debt instruments.  The Company had no outstanding interest
rate swap agreements at May 29, 1999.  Based upon the Company's sensitivity
analysis at May 29, 1999, an assumed 10% adverse change in interest rates
would not have a material impact on future earnings, fair values or cash flows
of the Company.

Item 8.    Financial Statements and Supplementary Data
-------    -------------------------------------------

     The consolidated financial statements and accompanying notes and the
Independent Auditors' Report appearing on pages 15 to 26 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.

<PAGE>

                                    PART III

     The information required by Part III (Item 10, 11, 12 and 13) is
incorporated herein by reference to the Company's definitive proxy statement,
involving the election of directors and ratification of independent auditors
filed on August 20, 1999.



                                    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 Sheet at May 29, 1999 and May 30,
                     1998.

                     For the 52 weeks ended May 29, 1999, May 30, 1998 and
                     May 31, 1997:

                              Consolidated Statement of Income
                              Consolidated Statement of Cash Flows
                              Consolidated Statement of Stockholders' Equity

                     Notes to Consolidated Financial Statements

                     Independent Auditors' Report dated July 14, 1999.

            2.   Financial Statement Schedule

                 The following report and schedule are filed herewith as a
                 part hereof:

                     Independent Auditors' Report dated July 14, 1999.

                     Schedule for the 52 weeks ended May 29, 1999, May 30,
                     1998 and May 31, 1997:

                              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.

<PAGE>

            3.   Exhibits

                 The exhibits are listed in the Exhibit Index.  Copies of
                 certain documents have not been filed as exhibits, in
                 reliance upon paragraph (b)(4)(iii) of Item 601 of
                 Regulation S-K.  Registrant agrees to furnish a copy of any
                 such instrument to the Securities and Exchange Commission
                 upon request.

     (b)    Reports on Form 8-K:
          --------------------

            No reports on Form 8-K were filed in the last quarter of the
            fiscal year to which this Annual Report on Form 10-K relates.

<PAGE>
                                  SIGNATURES
                                  ----------

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

                                  INTERSTATE BAKERIES CORPORATION

Dated:  August 19, 1999           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. Sullivan       Chairman of the Board,         August 19, 1999
-----------------------       Chief Executive Officer
Charles A. Sullivan           and Director (Principal
                              Executive Officer)

/s/ Michael J. Anderson       Director                       August 19, 1999
-----------------------
Michael J. Anderson

/s/ G. Kenneth Baum           Director                       August 19, 1999
-------------------
G. Kenneth Baum

/s/ Leo Benatar               Director                       August 19, 1999
---------------
Leo Benatar

/s/ E. Garrett Bewkes, Jr.    Director                       August 19, 1999
--------------------------
E. Garrett Bewkes, Jr.

/s/ Robert B. Calhoun, Jr.    Director                       August 19, 1999
--------------------------
Robert B. Calhoun, Jr.

/s/ Frank E. Horton           Director                       August 19, 1999
-------------------
Frank E. Horton

/s/ James R. Elsesser         Director                       August 19, 1999
---------------------
James R. Elsesser

/s/ Frank W. Coffey           Senior Vice President and      August 19, 1999
-------------------           Chief Financial Officer
Frank W. Coffey
<PAGE>


                   INDEPENDENT AUDITORS' REPORT


Interstate Bakeries Corporation

     We have audited the consolidated financial statements of Interstate
Bakeries Corporation and its subsidiaries as of May 29, 1999 and May 30, 1998,
and for each of the three fiscal years in the period ended May 29, 1999, and
have issued our report thereon dated July 14, 1999; such consolidated
financial statements and report are included in your 1999 Annual Report to
Stockholders and are incorporated herein by reference.  Our audits also
included the consolidated financial statement schedule of Interstate Bakeries
Corporation and its subsidiaries, 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 14, 1999

<PAGE>

                       INTERSTATE BAKERIES CORPORATION
                                  SCHEDULE II
                       VALUATION AND QUALIFYING ACCOUNTS
                FIFTY-TWO WEEKS ENDED MAY 29, 1999, MAY 30, 1998
                               AND MAY 31, 1997
                                (In Thousands)

                    Balance at    Additions    Accounts     Balance
                    beginning      charged     charged      at end
Description         of period     to income      off        of period
-----------         ----------    ---------    --------    ---------
1999:
Reserve for
  discounts
  and allow-
  ances on
  accounts
  receivable        $ 5,314       $  (776)     $     -      $ 4,538
Allowance for
  doubtful
  accounts            4,107         2,465        2,332        4,240
                    -------       -------      -------      -------
                    $ 9,421       $ 1,689      $ 2,332      $ 8,778
                    =======       =======      =======      =======

1998:
Reserve for
  discounts
  and allow-
  ances on
  accounts
  receivable        $ 7,977       $(2,663)     $     -      $ 5,314
Allowance for
  doubtful
  accounts            4,577         1,853        2,323        4,107
                    -------       -------      -------      -------
                    $12,554       $  (810)     $ 2,323      $ 9,421
                    =======       =======      =======      =======
1997:
Reserve for
  discounts
  and allow-
  ances on
  accounts
  receivable        $ 7,414       $   563      $     -      $ 7,977
Allowance for
  doubtful
  accounts            3,606         2,478        1,507        4,577
                    -------       -------      -------      -------
                    $11,020       $ 3,041      $ 1,507      $12,554
                    =======       =======      =======      =======

<PAGE>

                                EXHIBIT INDEX
                                --------------
Exhibit
  No.        Exhibit
-------     ---------

   3.1      Restated Certificate of Incorporation of Interstate Bakeries
            Corporation, as amended (incorporated herein by reference to
            Exhibit 3.1 to the Annual Report on Form 10-K of Interstate
            Bakeries Corporation filed on August 30, 1995).

   3.2      Restated Bylaws of Interstate Bakeries Corporation (incorporated
            herein by reference to Exhibit 3.2 to the Annual Report on
            Form 10-K of Interstate Bakeries Corporation filed on August 30,
            1991 (the "1991 10-K")).

   4.1      Article FOURTH of Restated Certificate of Incorporation of
            Interstate Bakeries Corporation (incorporated herein by reference
            to Exhibit A to the Proxy Statement relating to the 1997 Annual
            Meeting of Stockholders of Interstate Bakeries Corporation).

  10.1      Interstate Bakeries Corporation 1991 Stock Option Plan
            (incorporated herein by reference to Exhibit 10.1 to the
            Registration Statement on Form S-1 of Interstate Bakeries
            Corporation, File No. 33-40830 (the "Form S-1")).

  10.2      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 Form S-1).

  10.4      Memorandum of Agreement, dated as of May 16, 1991, by and among
            Interstate Bakeries Corporation, Interstate Brands Corporation and
            Charles A. Sullivan (incorporated herein by reference to
            Exhibit 10.4 to the Form S-1).

  10.5      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).

  10.6      Credit Agreement, dated May 31, 1995, signed by Interstate Brands
            Corporation, Chemical Bank, the Lenders and Issuing Bank (as
            defined therein) (incorporated by reference to Exhibit 1 to the
            Form 8-K filed on June 9, 1995).

  10.7      Interstate Bakeries Corporation 1996 Stock Incentive Plan
            (incorporated by reference to Exhibit A to the Proxy Statement
            relating to the 1996 Annual Meeting of Stockholders of Interstate
            Bakeries Corporation).

<PAGE>

  13.1      Page 1 and pages 12 to 26 of the Interstate Bakeries Corporation
            annual report to security holders for the year ended May 29,
            1999.  (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.*

  27.0      Financial Data Schedule.*

            -------------------------
           * Filed herewith.