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 September 9, 1997

              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 - 21,582,655 shares as of October 7, 1997


<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                                             6

Part II.     OTHER INFORMATION     

     Other Information                                                     8

     Exhibits and Reports on Form 8-K                                      8




<PAGE>

                             THE EARTHGRAINS COMPANY
                      Condensed Consolidated Balance Sheets
                                 (In millions)
                                  (Unaudited)

                                             September 9,          March 25,
                                                 1997                 1997
                                            -------------      -------------
Assets
Current assets:
     Cash and cash equivalents               $    46.6         $     43.1
     Accounts receivable, net of allowance for
     doubtful accounts of $5.8 and $6.0,
            respectively                         141.1              141.5
     Inventories                                  65.2               66.4
     Deferred income taxes and other              48.8               45.6
                                                _________         __________
     Total current assets                        301.7              296.6
Other assets                                      29.6               28.8
Goodwill, net                                    142.1              140.0
Plant and equipment, net                         674.8              706.7
                                               ________          _________
     Total assets                             $1,148.2           $1,172.1
                                               ========          =========

Liabilities and Shareholders' Equity
Current liabilities:
     Accounts payable                        $   104.3          $   121.4
     Accrued salaries, wages and benefits         48.6               46.6
     Accrual for restructuring and consolidation   4.7               15.4
     Other current liabilities                    40.1               32.6
                                               _________           ________
     Total current liabilities                   197.7              216.0

Postretirement benefits                          118.0              118.8
Long-term debt                                    88.1              103.0
Deferred income taxes                            106.3              103.8
Other noncurrent liabilities                      49.4               48.1
Commitments and contingencies                      --                 --
Shareholders' equity
     Common stock                                  0.2                0.1
     Additional paid-in capital                  604.7              604.4
     Retained earnings                            29.3               14.7
     Unearned ESOP shares                        (14.1)             (15.1)
     Unearned portion of restricted stock         (3.9)              (4.2)
     Cumulative translation adjustment           (27.5)             (17.5)
                                               _______            _______
           Shareholders' equity                  588.7              582.4
                                               _______            _______
          Total liabilities and shareholders' 
            equity                            $1,148.2           $1,172.1
                                               ========           ========


     See accompanying Notes to Condensed Consolidated Financial Statements.

                                          2

<PAGE>

<TABLE>
<CAPTION>

                          THE EARTHGRAINS COMPANY
               Condensed Consolidated Statements of Earnings
                   (In millions except per share data)
                               (Unaudited)


                               For the twelve week            For the twenty four week
                                  period ended                      period ended
                            --------------------------       ----------------------------              
                            September 9, September 10,       September 9,   September 10,
                               1997           1996                1997           1996
                            -----------  ------------        -----------    ------------

<S>                        <C>            <C>                <C>             <C>
Net sales                   $382.5         $381.8             $759.9          $752.3
Cost of products sold        218.5          225.2              433.2           450.5
                            ______         ______             ______          ______
Gross profit                 164.0          156.6              326.7           301.8
Marketing, distribution 
and administrative expenses  147.9          146.2              297.3           288.5
Provision for restructuring 
and consolidation, net        --              1.0               --               1.0
                            ______         ______              ______          ______
Operating income              16.1            9.4               29.4            12.3
Other income and expenses:
     Interest expense         (1.5)          (1.4)              (3.0)           (2.8)
     Other income, net         0.8            --                 0.6             0.8
                            ______          ______             ______           ______
Income before income taxes    15.4            8.0               27.0            10.3
Provision for income taxes     6.1            3.5               10.8             5.1
                             ______          _____              _____           _____
Net income                    $9.3           $4.5              $16.2            $5.2
                             ======          ======            ======           =====
Earnings per share*           $0.46          $0.22              $0.80           $0.26
                             ======          ======            ======           ======
Weighted average shares
outstanding*                  20.3           20.2               20.3            20.2
                             ======          ======            ======           ======

<FN>
*Prior year shares and per share 
amounts have been restated to 
reflect the two-for-one stock split 
effective July 28, 1997.
</FN>

       See accompanying Notes to Condensed Consolidated Financial Statements.

</TABLE>

                                          3

<PAGE>

                            THE EARTHGRAINS COMPANY
                  Condensed Consolidated Statements of Cashflows
                                 (In millions)
                                  (Unaudited)


                                                For the twenty four week
                                                         period ended
                                              _______________________________
                                              September 9,      September 10,
                                                  1997                1996
                                             ____________      _____________
Cash flow from operating activities:
     Net income                                 $ 16.2             $ 5.2
     Adjustments to reconcile earnings 
       to net cash flow provided by
       operations:
         Depreciation and amortization            37.3              36.6
         Deferred income taxes                     1.5               0.5
         Provision for restructuring and 
           consolidation                            -                1.0
     Gain on disposal of fixed assets             (0.6)             (0.7)
     Changes in noncash working capital           (8.2)            (13.0)
     Other, net                                   (4.3)              8.9
                                                 ______            ______
        Net cash flow from operations             41.9              38.5
                                                 ______            ______
Cash flows from investing activities:
     Capital expenditures                        (21.8)            (39.6)
     Other, net                                   (0.1)              1.1
                                                 ______            ______
         Net cash used by investing activities   (21.9)            (38.5)
                                                 ______            ______
Cash flows from financing activities: 
     (Payments on) proceeds from borrowings,
       net                                       (14.9)              3.5
     Dividends to shareholders                    (1.6)             (0.5)
                                                 ______            ______
         Net cash (used) provided by financing 
            activities                           (16.5)              3.0
                                                 ______            ______
Net increase in cash and cash equivalents          3.5               3.0
Cash and cash equivalents, beginning of period    43.1              38.9
                                                 ______            ______
Cash and cash equivalents, end of period        $ 46.6            $ 41.9
                                                =======           =======

     See accompanying Notes to Condensed Consolidated Financial Statements.

                                     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 25, 1997.

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:
                                              September 9,         March 25,
                                                  1997               1997
                                              ____________         _________

                       Raw materials           $   50.1            $   51.6
                       Finished goods              15.1                14.8
                                               __________          _________
                                               $   65.2            $   66.4
                                               ==========          =========


Note 3 - Earnings per share are based on the weighted average number of
shares of Earthgrains common stock outstanding for the periods presented. 
The two-for-one stock split declared by the Earthgrains Board of Directors
was effective July 28, 1997.  Prior year shares and per share amounts have
been restated to reflect the split.








                                              5

<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 twelve and twenty four week periods ended September 9, 1997
compared to the twelve and twenty four week periods ended September 10, 1996. 
This discussion should be read in conjunction with the consolidated financial
statements and notes thereto for the fiscal year ended March 25, 1997
included in the Company's Annual Report to Shareholders.

RESULTS OF OPERATIONS

Net sales for the twelve week period ended September 9, 1997, of $382.5
million were comparable with $381.8 million reported for the prior year
period, despite an $11.4 million unfavorable impact from foreign exchange
rates.  Net sales for the twenty four week period ended September 9, 1997
were $759.9 million compared to $752.3 million a year ago.  Excluding the
impact of foreign exchange rates, sales increased 3.2% for the twelve week
period and 3.9% on a year-to-date basis.  Improved brand and product mix and
increased pricing in domestic operations along with sales related to last
year's acquisition of Heiner's contributed to the increase in sales.  

Gross margins increased to 42.9% in the current twelve week period from 41.0%
a year ago and to 43.0% from 40.1% year-to-date.  The margin improvements can
be attributed to the continued effect of achieved price increases, lower
ingredient and manufacturing costs, and improved operating efficiencies.

A significant portion of the increase in marketing, distribution and
administrative expenses can be attributed to the increase in advertising
expenditures and a shift in spending away from price promotions.  The
increase in advertising is in line with the Company's strategy to build brand
awareness in its premium core brands.

The $1.0 million pre-tax restructuring charge recorded in the year-ago
quarter related to the closure of the bakery production facility in Augusta,
Georgia.  Production and distribution was transferred to the existing Atlanta
bakery.

The variance in the effective income tax rate reflects the relative impact of
the nondeductible fixed goodwill amortization on the respective earnings
levels.

Net earnings for the twelve week period were $9.3 million or $0.46 per share,
compared to $4.5 million, or $0.22 per share in the prior year's comparable
period.   Year-to-date earnings were $16.2 million or $0.80 per share
compared to $5.2 million or $0.26 per share in fiscal 1997.  The significant
improvement in earnings is reflective of continued benefits and efficiencies
achieved as discussed above.


                                       6

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

The Company's primary source of liquidity continues to be cash flow from
operations.  Cash flows from operations for the year-to-date period increased
from the year-ago period reflective primarily of the increased earnings
level.  Net working capital, excluding cash and cash equivalents, was $57.4
million at September 9, 1997 compared to $37.5 million at March 25, 1997. 
The increase can be primarily attributed to the timing of disbursements at
each period end, reduction of the accrual for restructuring and seasonality
of the business.

The Company's primary routine cash requirements will consist of funding
capital expenditures, interest payments pursuant to the credit facility and
dividends to shareholders.  While only $21.8 million has been invested in
capital expenditures to date, spending for the fiscal year is still as
planned for a level of $80-90 million.  Due to the timing of certain
projects, in particular the new bakery in Portugal, capital investments are
expected to be heavier in the second half of the year.

Cash provided by operations and borrowings available under the $225 million
credit facility should continue to provide the funding for ongoing cash
requirements.  

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. 


                                          7

<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 during the current period.

Item 5.     Other Information.  None.

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

           (a)     Exhibits - 27 - Financial Data Schedule.

           (b)     Reports on Form 8-K - None.




                                  8

<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:  October 22, 1997                              By:  Mark H. Krieger


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





<PAGE>