SECURITIES AND EXCHANGE COMMISSION
                   WASHINGTON, D.C. 20549

                         FORM 10-Q

         Quarterly Report Under Section 13 or 15(d)
           of the Securities Exchange Act of 1934

           For the Quarter Ended January 4, 2000

               Commission file number 1-7554

                  THE EARTHGRAINS COMPANY
   (Exact name of registrant as specified in its charter)


     DELAWARE                              36-3201045
(State or other jurisdiction of          (I.R.S. Employer
incorporation or organization)           Identification No.)

     8400 Maryland Avenue, St. Louis, Missouri    63105
     (Address of Principal Executive Offices)     (Zip)

                        314-259-7000
    (Registrant's telephone number, including area code)


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 [ ]


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

   $.01 Par Value Common Stock - 42,405,381 shares
                   as of February 1, 2000

<PAGE>


                  THE EARTHGRAINS COMPANY

                           Index

                                                 Page No.
                                                 --------

Part I.   FINANCIAL INFORMATION

          Condensed Consolidated Balance Sheets      2

          Condensed Consolidated Statements of
          Earnings                                   3

          Condensed Consolidated Statements of
          Cash Flows                                 4

          Notes to Condensed Consolidated
          Financial Statements                       5

          Management's Discussion and Analysis
          of Financial Condition and Results of
          Operations                                 8

Part II.  OTHER INFORMATION

          Other Information                          11

          Exhibits and Reports on Form 8-K           11

<PAGE>


<TABLE>
                           THE EARTHGRAINS COMPANY
                    Condensed Consolidated Balance Sheets
                                (In millions)
                                 (Unaudited)
<CAPTION>
                                        January 4,   March 30,
                                           2000        1999
                                        ----------   ---------
<S>                                     <C>          <C>
Assets
Current assets:
    Cash and cash equivalents            $   28.8     $   53.1
    Accounts receivable, net of
     allowance for doubtful
     accounts of $5.5 and $5.6,
     respectively                           237.6        184.5
    Inventories                              78.6         77.7
    Deferred income taxes and
     other                                   77.4         69.4
                                         --------     --------
          Total current assets              422.4        384.7
Other assets, net                            44.1         46.0
Goodwill, net                               422.8        399.8
Plant and equipment, net                    745.9        761.1
                                         --------     --------
          Total assets                   $1,635.2     $1,591.6
                                         ========     ========

Liabilities and Shareholders' Equity
Current liabilities:
    Accounts payable                     $  145.4     $  125.5
    Accrued salaries, wages and
     benefits                                59.7         56.9
    Accrual for restructuring and
     consolidation                           20.3         32.4
    Other current liabilities                71.1         67.8
                                         --------     --------
          Total current liabilities         296.5        282.6

Postretirement benefits                     109.7        114.0
Long-term debt                              380.3        369.3
Deferred income taxes                       101.9        102.7
Other noncurrent liabilities                 79.9         73.6
Commitments and contingencies                  --           --
Minority interest-mandatorily
 redeemable preferred stock of
 subsidiary                                  10.0         10.0
Shareholders' equity
    Common stock                              0.4          0.4
    Additional paid-in capital              621.0        616.6
    Retained earnings                       120.3         79.1
    Unearned ESOP shares                    (11.6)       (13.0)
    Treasury stock                          (33.9)       (20.4)
    Unearned portion of restricted
     stock                                   (1.8)        (2.5)
    Accumulated other comprehensive
     income                                 (37.5)       (20.8)
                                         --------     --------
      Shareholders' equity                  656.9        639.4
                                         --------     --------
          Total liabilities and
          shareholders' equity           $1,635.2     $1,591.6
                                         ========     ========

<FN>
See accompanying Notes to Condensed Consolidated
Financial Statements.
</FN>
</TABLE>


<PAGE>


<TABLE>
                           THE EARTHGRAINS COMPANY
                Condensed Consolidated Statements of Earnings
                     (In millions except per share data)
                                 (Unaudited)
<CAPTION>
                             16-week period ended    40-week period ended
                            ----------------------  ----------------------
                            January 4,  January 5,  January 4,  January 5,
                               2000        1999        2000        1999
                               ----        ----        ----        ----
<S>                          <C>         <C>        <C>         <C>
Net sales                     $642.8      $609.2     $1,561.8    $1,484.6

Cost of products sold          356.0       347.9        864.0       842.0
                              ------      ------     --------    --------
Gross profit                   286.8       261.3        697.8       642.6

Marketing, distribution
 and administrative
 expenses                      247.8       225.8        604.0       561.5

Provision for restructuring
 and consolidation               2.3         2.6          2.3         8.4
                              ------      ------     --------    --------
Operating income                36.7        32.9         91.5        72.7

Other income and expenses:
   Interest expense             (7.9)       (6.3)       (18.9)      (15.1)
   Other income (expense),
    net                          1.2         1.1          3.2         5.1
                               -----       -----        -----       -----
Income before income taxes      30.0        27.7         75.8        62.7

Provision for income taxes      11.1        10.7         28.4        24.8
Minority interest expense,
 net of tax                     (0.2)          -         (0.5)          -
                               -----       -----        -----       -----
Net income                     $18.7       $17.0        $46.9       $37.9
                               =====       =====        =====       =====

Earnings per share:
   Basic
      Net earnings              $0.46       $0.42        $1.16       $0.93
                                =====       =====        =====       =====
      Weighted average
       shares outstanding       40.6        40.7         40.5        40.7
                                ====        ====         ====        ====

   Diluted
      Net earnings              $0.45       $0.40        $1.12       $0.89
                                =====       =====        =====       =====
      Weighted average
       shares outstanding       41.9        42.9         42.0        42.8
                                ====        ====         ====        ====

<FN>
See accompanying Notes to Condensed Consolidated
Financial Statements.
</FN>
</TABLE>
                             3

<PAGE>


<TABLE>
                           THE EARTHGRAINS COMPANY
               Condensed Consolidated Statements of Cash Flows
                     (In millions except per share data)
                                 (Unaudited)
<CAPTION>
                                           For the 40-week
                                             period ended
                                      -------------------------
                                      January 4,     January 5,
                                         2000           1999
                                      ----------     ----------
<S>                                    <C>            <C>
Cash flow from operating activities:
   Net income                           $ 46.9         $ 37.9
   Adjustments to reconcile earnings
    to net cash flow provided by
    operations:
       Depreciation and amortization      86.7           76.7
       Deferred income taxes              (0.3)          (3.7)
       Provision for restructuring
        and consolidation ($2.3
        million, less cash payments
        of $0.9 million; $8.4 million,
        less cash payments of $1.3
        million)                           1.4            7.1
   (Gain) on disposal of fixed assets     (0.6)          (4.6)
   Changes in noncash working capital,
    net of effect of Acquisitions        (49.7)         (17.7)
   Other, net                            (16.3)          (1.0)
                                        ------         ------
        Net cash flow from operations     68.1           94.7
                                        ------         ------
Cash flows from investing activities:
   Capital expenditures                  (62.7)         (57.2)
   Acquisitions, net of cash acquired    (20.2)         (78.2)
   Other, net                              5.9           35.6
                                        ------         ------
        Net cash used by investing
         activities                      (77.0)         (99.8)
                                        ------         ------
Cash flows from financing activities:
   Proceeds from borrowings                9.6           27.5
   Payments on long-term debt             (2.7)          (0.4)
   Dividends to shareholders              (5.7)          (4.5)
   Purchases of treasury stock           (13.5)          (3.5)
   Other                                   1.5             --
                                        ------         ------
        Net cash (used by) provided
         by financing activities         (10.8)          19.1
Effect of exchange rate changes on
 cash                                     (4.6)           3.8
Net (decrease) increase in cash
 and cash equivalents                    (24.3)          17.8
Cash and cash equivalents, beginning
 of period                                53.1           43.7
                                        ------         ------
Cash and cash equivalents, end of
 period                                 $ 28.8         $ 61.5
                                        ======         ======

<FN>
See accompanying Notes to Condensed Consolidated
Financial Statements.
</FN>
</TABLE>

                             4

<PAGE>


Notes to Condensed Consolidated Financial Statements
----------------------------------------------------
Note 1 - In the opinion of the Company, the accompanying
unaudited condensed consolidated financial statements
contain all adjustments (consisting of only normal recurring
adjustments) necessary for a fair presentation of the
financial statements pursuant to the applicable SEC rules
and guidelines pertaining to interim financial information.
Operating results for any quarter are not necessarily
indicative of the results for any other quarter or for the
full year.  These condensed consolidated financial
statements should be read in conjunction with the
consolidated financial statements and notes thereto included
in the Annual Report to Shareholders for the year ended
March 30, 1999.

Note 2 - Inventories are carried at the lower of cost or
market.  Cost is determined under the first-in, first-out
method.

Total inventories consisted of the following:

                                 January 4,    March 30,
                                    2000         1999
                                 ----------    ---------

               Raw materials      $   61.5      $  59.8
               Finished goods         17.1         17.9
                                  --------      -------

                                  $   78.6      $  77.7
                                  ========      =======

Note 3 - Earnings per share are based on the weighted
average number of shares of Earthgrains common stock
outstanding for the periods presented.  The difference in
the weighted average shares outstanding used in the basic
and dilutive earnings per share calculations represents the
assumed conversion of stock options.

Note 4 - Effective in the first quarter of fiscal 1999, the
Company adopted Statement of Financial Accounting Standards
No. 130, "Reporting Comprehensive Income" (SFAS 130).  SFAS
130 requires that noncash changes in shareholders' equity be
combined with net income and reported as "comprehensive
income."  The Company has elected to report comprehensive
income in its Statement of Shareholders' Equity.  Other
comprehensive income for the Company relates only to foreign
currency translation adjustments.  Adoption of SFAS 130 had
no impact on the results of the Company's operations.  For
the 16- and 40-week periods ended January 4, 2000 and
January 5, 1999, comprehensive income was $7.2 million and
$30.2 million, and $23.8 million and $47.7 million,
respectively.

                             5

<PAGE>


Note 5 - In the fourth quarter of 1999, the Company adopted
FAS 131, "Disclosures about Segments of an Enterprise and
Related Information."  The business segments of the Company
are Bakery Products, which consists of the U.S. Bakery
Products division and the European Bakery Products division,
and Refrigerated Dough Products, which contains the U.S.
Refrigerated Dough Products division and the European
Refrigerated Dough Products division.  There have been no
changes to the basis of segmentation or to the basis of
measurement as presented in the 1999 Annual Report to
Shareholders.  Summarized below is the Company's business
segment information through the third quarter of fiscal 2000
and 1999 (in millions):

<TABLE>
<CAPTION>
                         16-week period ended   40-week period ended
                         --------------------   --------------------
                         January 4, January 5,  January 4, January 5,
                            2000       1999        2000       1999
                            ----       ----        ----       ----
<S>                      <C>        <C>         <C>        <C>
Income Statement
Information:
   Net Sales
      Bakery Products     $ 535.8    $ 506.7     $1,339.9   $1,262.2
      Refrigerated Dough
       Products             107.0      102.5        221.9      222.4
                          -------    -------     --------   --------
      Total               $ 642.8    $ 609.2     $1,561.8   $1,484.6
                          -------    -------     --------   --------

   Operating Income
      Bakery Products (b) $  22.9    $  19.9     $   70.8   $   55.0
      Refrigerated Dough
       Products              17.4       16.6         29.6       26.6
      Corporate (a)          (3.6)      (3.6)        (8.9)      (8.9)
                          -------    -------     --------   --------
      Total               $  36.7    $  32.9     $   91.5   $   72.7
                          -------    -------     --------   --------

   Depreciation & Amortization
      Bakery Products     $  27.2    $  25.6     $   66.0   $   58.0
      Refrigerated Dough
       Products               5.3        4.1         11.8        9.8
      Corporate (a)           3.6        3.6          8.9        8.9
                          -------    -------     --------   --------
      Total               $  36.1    $  33.3     $   86.7   $   76.7
                          -------    -------     --------   --------

Balance Sheet Information:
   Capital Expenditures
      Bakery Products     $  23.0    $  20.9     $   49.0   $   49.7
      Refrigerated Dough
       Products               5.4        2.6         13.7        7.5
                          -------    -------     --------   --------
      Total               $  28.4    $  23.5     $   62.7   $   57.2
                          -------    -------     --------   --------

<FN>
(a) Amounts represent purchase accounting valuation in conjunction with the
acquisition of the Company by Anheuser-Busch in 1982 and the related
depreciation and amortization thereon.
</FN>
<FN>
(b) Includes the $2.3 million pretax provision for restructuring and
consolidation recorded in the third quarter of fiscal 2000 and the $2.6
million and $8.4 million pretax provisions for restructuring and
consolidation recorded in fiscal 1999 for the 16-week and 40-week periods,
respectively.
</FN>
</TABLE>

                             6

<PAGE>


Note 6 - On November 15, 1999, Earthgrains announced that it
had entered into an agreement to acquire the stock of Metz
Baking Company.  Metz Baking operates 21 bread and specialty
bakeries in the upper midwest.  The acquisition is pending
customary governmental review.

Additionally, during the second quarter of fiscal 2000, the
Company completed the acquisition of Patrick Raulet, S.A., a
leading producer of refrigerated dough products in Dole,
France, effective June 30, 1999.  This acquisition
complements the Company's existing European Refrigerated
Dough Products business, making it the largest refrigerated
dough supplier in France.  This acquisition was funded
through the cash flows of the local existing operations and
has been accounted for using the purchase method.
Accordingly, the results of operations, which have had a
positive impact during the periods presented, are reflected
in the consolidated statement of earnings from the date of
acquisition.

                             7

<PAGE>


Management's Discussion and Analysis of
Financial Condition and Results of Operations

INTRODUCTION
------------

This discussion summarizes the significant factors affecting
the consolidated operating results, financial condition and
liquidity of The Earthgrains Company for the 16- and 40-week
periods ended January 4, 2000 compared to the 16- and 40-
week periods ended January 5, 1999.  This discussion should
be read in conjunction with the consolidated financial
statements and notes thereto for the fiscal year ended March
30, 1999 included in the Company's Annual Report to
Shareholders.

RESULTS OF OPERATIONS
---------------------

Net sales for the 16-week period ended January 4, 2000,
increased 5.5% to $642.8 million from $609.2 million
reported for the comparable prior-year period, despite a
$14.7 million unfavorable impact from foreign exchange
rates.  For the respective 40-week periods, net sales
increased 5.2% to $1,561.8 million from the year-ago
$1,484.6 million.  Excluding the impact of foreign exchange
rates, sales increased 7.9% for the current quarter and 6.5%
on a year-to-date basis.  Sales growth can be attributed to
the impact of European acquisitions, Reposteria Martinez and
Patrick Raulet, combined with continued company-wide price
and mix improvements.  The year-to-date increase was
partially offset by a decline in Refrigerated Dough Product
revenues, primarily as a result of the conclusion of a
domestic cookie dough co-packing arrangement in December
1998, and an early Easter holiday in 1999.

Gross margins increased significantly in the current period
to 44.6% from 42.9% a year ago and to 44.7% from 43.2% year
to date.  The margin improvements can be attributed to
continued favorable product mix shift and lower ingredient
costs across both business segments, bakery and refrigerated
dough products, and benefits from the European acquisitions.

On a percentage-of-sales basis, marketing, distribution and
administrative expenses increased to 38.5% from 37.1% in the
year-ago quarter and to 38.7% from 37.8% on a year-to-date
comparison.  The increase can primarily be attributed to the
increases in fuel costs and additional supply agreement and
goodwill amortization relative to acquisitions.

The $2.3 million pretax restructuring charge recorded in the
current quarter was for costs associated with closing the
Johnson City, Tennessee bakery, as a part of acquisition-
related consolidation in the southeast.  In the year-ago
quarter, the $2.6 million pretax charge was for costs to
close the Pueblo, Colorado bakery.  The $5.8 million pre-tax
restructuring charge recorded in the year-ago second quarter
was for costs to close the Macon, Georgia and Montgomery,
Alabama bakeries, and for severance costs related to the
creation of a Financial Shared Services Center in St. Louis.

The increase in interest expense is directly related to the
increased long-term debt, resulting from acquisitions and
shares repurchased for the treasury.

The year-to-date decrease in other income is primarily
related to a $1.7 million pre-tax gain on the sale of
property reflected in the year-ago first quarter.

The lower effective income tax rate in the current year
reflects continued benefits of ongoing state tax planning
strategies and a European bakery tax structure established
in the fourth quarter of fiscal 1999.

                             8

<PAGE>


Net earnings for the 16-week period were $18.7 million or
$0.45 per diluted share, compared to $17.0 million, or $0.40
per diluted share in the prior year's comparable period.
Year-to-date earnings were $46.9 million or $1.12 per
diluted share compared to $37.9 million or $0.89 per diluted
share in fiscal 1999.  The significant improvement in
earnings is reflective of continued benefits and
efficiencies achieved from the factors discussed above.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

Cash flow from operations continues to be a primary source
of liquidity.  Net working capital, excluding cash and cash
equivalents, was $97.1 million at January 4, 2000 compared
to $49.0 million at March 30, 1999.  The increase can be
primarily attributed to the seasonality of the business and
the temporary increase in accounts receivable in conjunction
with the transition of processing to the Shared Services
Center.

$62.7 million has been invested in capital expenditures to
date, with spending for the fiscal year planned for a level
of $90-95 million.  Additionally, 133,200 shares were
repurchased during the current quarter for the treasury at a
cost of $2.6 million; 596,100 shares have been purchased
year to date at a cost of $13.5 million.

On April 20, 1999, Earthgrains issued $150 million in 10-
year, 6.5% fixed-rate senior debentures under a $250 million
shelf registration statement filed with the Securities and
Exchange Commission.  Proceeds from the offering were used
to repay borrowings under the Company's $450 million
syndicated, revolving-credit facility, to fund capital
expenditures and for general corporate purposes.

In July 1999, Earthgrains established a $400 million
commercial paper program to provide short-term financing for
its working capital and operating requirements.  The
revolving-credit facility, which expires in September 2002,
will serve as a liquidity backup for commercial paper.

In conjunction with the pending acquisition of Metz Baking
Company, the Company has recently secured a $600 million,
364-day committed credit line as a bridge facility to
initially finance the transaction.  The Company will later
refinance the transaction to maintain its overall financing
objective of an investment-grade debt rating.

The Company's primary routine cash requirements will consist
of funding capital expenditures, interest payments pursuant
to the credit facilities and dividends to shareholders.
Cash provided by operations and borrowings available under
the existing credit facilities and the new shelf
registration and commercial paper program should continue to
provide the necessary funding for ongoing cash requirements.

YEAR 2000
---------

Many computer systems process dates in application software
and data files based upon two digits for the year of a
transaction rather than a full four digits. As a result,
there was uncertainty as to the ability of these systems to
properly process dates in the year 2000. Consequently,
businesses and governmental entities were at risk for
possible miscalculations or systems failures causing
disruptions in their business operations.

In 1994, in order to improve access to business information
through integrated systems across the company, and
accordingly gain efficiencies and cost improvements,
Earthgrains embarked on a company-wide systems integration
project using SAP software.  Additionally, in the past two
years, the

                             9

<PAGE>


Company has purchased a new mainframe computer to increase
capacity in support of its acquisition growth strategy and
has replaced all handheld computers, upgrading to the latest
technology to enhance route distribution efficiency. These
new components, which comprise the majority of the Company's
core business computer systems, are Year 2000 compliant. The
purchase of new systems and hardware as a part of the
company-wide business systems improvement program are being
capitalized. This improvement program is proceeding as
planned in support of the Company's ongoing business
strategy.

The Company undertook a process of executing a plan to
address the Year 2000 issue with the objective to have all
of its significant business systems and software
applications that are date-sensitive, including those
related to facilities and manufacturing activities,
operating effectively before January 1, 2000.  Additionally,
the plan was to address the ability of suppliers and trading
partners to bring their systems into Year 2000 compliance.

Earthgrains successfully completed all Year 2000 remediation
and contingency planning activities during the current
quarter.  As a result of these accomplishments, the Company
did not experience any system failures or disruptions in
business operations.

Incremental project costs associated with Year 2000
compliance were expensed as incurred, or capitalized where
appropriate, and totaled approximately $5 million.  No
subsequent events related to the Year 2000 issue are
expected to materially affect the Company's financial
position or results of operations.

ENVIRONMENTAL MATTERS
---------------------

The Company is subject to Federal, state and local
environmental protection laws and regulations and is
operating within such laws or is taking action aimed at
assuring compliance with such laws and regulations.
Earthgrains has been identified as a potentially responsible
party ("PRP") at certain locations by the EPA and may be
required to share in the cost of cleanup with respect to two
sites.  While it is difficult to quantify with certainty the
financial impact of actions related to environmental
matters, based on the information currently available it is
management's opinion that the ultimate liability arising
from such matters, taking into consideration established
reserves, should not have a material effect on the Company's
results of operations or financial position.

                             10

<PAGE>


                PART II.  OTHER INFORMATION
                ---------------------------

Item 1.  Legal Proceedings.  The Company has no legal
proceedings which have become a reportable event in the
current period.

Item 2.  Changes in Securities.  None.

Item 3.  Defaults Upon Senior Securities.  None.

Item 4.  Submission of Matters to a Vote of Security-
Holders.  No matters were submitted to a vote of security
holders.

Item 5.  Other Information.  None.

Item 6.  Exhibits and Reports on Form 8-K.

         (a)  Exhibits - 10.1 - Form of Executive Severance
                                Agreement for the Chief
                                Executive Officer
                       - 10.2 - Form of Executive Severance
                                Agreement for certain other
                                executive officers.
                       - 27   - Financial Data Schedule.

         (b)  Reports on Form 8-K
              -------------------
              On November 18, 1999, the Company filed with
              the Securities and Exchange Commission a
              current report on Form 8-K disclosing the
              announcement of the pending acquisition of
              Metz Baking Company.

                             11

<PAGE>


                         SIGNATURES


     Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned thereunto duly
authorized.

                            THE EARTHGRAINS COMPANY
                            (Registrant)


Date:  February 16, 2000    By:  Mark H. Krieger


                            /S/ MARK H. KRIEGER
                                Mark H. Krieger
                                Vice President and Chief
                                Financial Officer

<PAGE>