FORM 10-K/A
                 SECURITIES AND EXCHANGE COMMISSION
(Mark One)             Washington, D. C. 20549
    X     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                 THE SECURITIES EXCHANGE ACT OF 1934
               For the fiscal year ended June 29, 1996
                                 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 1-9787
                                  
                      Flowers Industries, Inc.
       (Exact name of registrant as specified in its charter)
                                  
          Georgia                                    58-0244940
(State or other jurisdiction of                  (I.R.S. Employer
incorporation or organization)                 Identification Number)

   U.S. Highway 19, P. O. Box 1338,
         Thomasville, Georgia                              31792
(Address of principal executive offices)                (Zip Code)

  Registrant's telephone number including area code: (912) 226-9110
                                  
     SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
                                                                       
                                                Name of Each Exchange
      Title of Each Class                        On Which Registered

  Common Stock, $.625 Par Value,
  Together with Preferred Share 
       Purchase Rights                        New York Stock Exchange

  SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None

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 preceeding 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 [check mark]  No __

Aggregate market value of the voting stock held by non-affiliates of
the registrant, computed by reference to the closing sales price on
the New York Stock Exchange on August 9, 1996: $1,034,140,854.
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.

         Title of Each Class             Outstanding at August 9, 1996
     Common Stock, $.625 Par Value                 58,437,031

                 DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Company's definitive proxy statement for the annual
meeting of shareholders on October 18, 1996 are incorporated by
reference into Part III.

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. [box]
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PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
         REPORTS ON FORM 8-K

                                                           Sequential
                                                              Page
a. List of documents filed as part of this report
    1.    Financial Statements*
          Report of independent accountants. . . . . . . . . . . . . . . . .8
          Consolidated balance sheet at June 29, 1996 and
            July 1, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . 10
          Consolidated statement of income for the fiscal
            years ended June 29, 1996, July 1, 1995 and 
            July 2, 1994 . . . . . . . . . . . . . . . . . . . . . . . . . 11
          Consolidated statement of changes in common 
            stockholders' equity for the fiscal years ended 
            June 29, 1996, July 1, 1995 and July 2, 1994 . . . . . . . . . 12
          Consolidated statement of cash flows for the 
            fiscal years ended June 29, 1996, July 1, 1995 
            and July 2, 1994 . . . . . . . . . . . . . . . . . . . . . . . 13
          Notes to consolidated financial statements . . . . . . . . . . . 14
   2.     Financial Statement Schedules
          Report of Independent Accountants on Financial 
            Statement Schedule . . . . . . . . . . . . . . . . . . . . . . 28
          Schedule -- for the fiscal years ended June 29, 
            1996, July 1, 1995 and July 2, 1994
          II        Valuation and qualifying accounts. . . . . . . . . . . 31
   3.     Exhibits
          3(a)      Second Restated Articles of Incorporation,
                    as corrected (Incorporated by reference to 
                    the Company's Annual Report on Form 10-K for 
                    the fiscal year ended June 27, 1992, File No.
                    1-9787). . . . . . . . . . . . . . . . . . . . . . . . . 
          3(b)      Restated By-Laws, as of October 20, 1989
                    (Incorporated by reference to the Company's 
                    Annual Report on Form 10-K for the fiscal 
                    year ended June 27, 1992, File No. 1-9787) . . . . . . . 
          4(a)      Rights Agreement dated as of March 17, 1989 
                    between the Company and the Rights Agent
                    (Incorporated by reference to the Company's
                    Registration Statement on Form 8-A filed 
                    March 21, 1989, as amended, File No.
                    1-9787). . . . . . . . . . . . . . . . . . . . . . . . . 
          4(a)(1)   First Addendum to Rights Agreement dated as of
                    June 6, 1992 (Incorporated by reference to the
                    Company's Annual Report on Form 10-K for the
                    fiscal year ended June 27, 1992, File No. 1-9787)
          10(a)     Flowers Industries, Inc. Annual Executive Bonus
                    Plan dated August 4, 1995 (Incorporated by
                    reference to the Company's Annual Report on Form
                    10-K for the fiscal year ended July 1, 1995, File
                    No. 1-9787)**. . . . . . . . . . . . . . . . . . . . . . 
          10(b)     Flowers Industries, Inc. 401(k) Retirement 
                    Savings Plan (Incorporated by reference to the
                    Company's  Registration Statement on Form S-8
                    filed April 13, 1995, File No. 33-91198)** . . . . . . . 
          10(c)     Severance Policy (Incorporated by reference to 
                    the Company's Annual Report on Form 10-K for the
                    fiscal year ended July 1, 1989, File No. 
                    1-9787)**. . . . . . . . . . . . . . . . . . . . . . . . 
          10(d)     1982 Incentive Stock Option Plan, as amended
                    (Incorporated by reference to the Company's
                    Registration Statement on Form S-3/S-8 filed 
                    May 18, 1990, File No. 33-34855)** . . . . . . . . . . . 
          10(e)     1989 Executive Stock Incentive Plan 
                    (Incorporated by reference to the Company's
                    Registration Statement on Form S-3/S-8 filed May
                    18, 1990, File No. 33-34855)** . . . . . . . . . . . . . 
          10(e)(1)  Amendment to the 1989 Executive Stock Incentive
                    Plan, dated as of August 4, 1995 (Incorporated by
                    reference to the Company's Annual Report on Form
                    10-K for the fiscal year ended July 1, 1995, File
                    No. 1-9787)**. . . . . . . . . . . . . . . . . . . . . . 
          10(f)     Flowers Industries, Inc. 1990 Supplemental
                    Executive Retirement Plan (Incorporated by
                    reference to the Company's Annual Report on 
                    Form 10-K for the fiscal year ended June 30, 
                    1990, File No. 1-9787)** . . . . . . . . . . . . . . . . 
          10(g)     Stock Purchase Agreement dated as of November 5,
                    1995, between INFLO Holdings Corporation and UB
                    Investments (Netherlands) BV, as amended by
                    agreement dated January 26, 1996 (Incorporated 
                    by reference to the Company's Current Report on
                    Form 8-K(A) dated April 10, 1996, File No.
                    1-9787 . . . . . . . . . . . . . . . . . . . . . . . . . 
          10(h)     Acquisition Agreement dated as of May 1, 1996,
                    among Flowers Industries, Inc., Mrs. Smith's
                    Bakeries, a wholly-owned subsidiary of Flowers
                    Industries, Inc., The J.M. Smucker Company, and 
                    Mrs. Smith's, Inc., a wholly-owned subsidiary of
                    The J. M. Smucker Company (Incorporated by
                    reference to the Company's Current Report on 
                    Form 8-K dated June 13, 1996, File No.
                    1-9787 . . . . . . . . . . . . . . . . . . . . . . . . . 
          11        Statement re computation of per share 
                    earnings . . . . . . . . . . . . . . . . . . . . . .   32
          22        Subsidiaries of the Registrant . . . . . . . . . . . . 33
          23        Consent of Independent Accountants . . . . . . . . . . 35
          27        Financial Data Schedule. . . . . . . . . . . . . . . . 36
b. Reports on Form 8-K
   On June 13, 1996, the Company filed a Form 8-K containing certain
   information relating to the acquisition of certain assets of Mrs.
   Smith's Inc. from Mrs. Smith's Inc. and its parent company, The
   J.M. Smucker Company. This Form 8-K was amended on August 14, 1996
   by a Form 8-K(A) containing certain historical and proforma
   financial information. 
 * The individual financial statements of the Registrant have been
   omitted since the Registrant is primarily an operating company and
   all subsidiaries included in the consolidated financial
   statements, in the aggregate, do not have minority equity interest
   and/or indebtedness to any person other than the Registrant or its
   consolidated subsidiaries in amounts which exceed 5 percent of
   total consolidated assets at June 29, 1996, excepting indebtedness
   incurred in the ordinary course of business which is not overdue
   and which matures within one year from the date of its creation.

** Management contract or compensatory plan or arrangement required
   to be filed as an exhibit hereto pursuant to Item 14(c) of Form
   10-K.

27
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                             SIGNATURES
          Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this amendment to be signed on
its behalf by the undersigned thereunto duly authorized.

                                  Flowers Industries, Inc.
                                        (Registrant)

Date October 7, 1996              /s/ C. Martin Wood III
                                  By: C. Martin Wood III
                                      Senior Vice President and
                                      Chief Financial Officer
30
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