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                                                                   EXHIBIT 10(g)




                      FLOWERS INDUSTRIES, INC. NONEMPLOYEE
                             DIRECTORS' EQUITY PLAN




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                                TABLE OF CONTENTS

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ARTICLE I.  DEFINITIONS......................................................... 1

ARTICLE II.  PURPOSE............................................................ 2

ARTICLE III.  ELECTION TO PARTICIPATE........................................... 2
         3.1.     Eligibility................................................... 2
         3.2.     Election to Participate....................................... 2
         3.3.     Amount of Participation....................................... 3
         3.4.     Minimum Level of Participation For Investment
                  in Options.................................................... 3

ARTICLE IV.  OPTIONS............................................................ 3
         4.1.     Grant of Options.............................................. 3
         4.2.     Written Agreement............................................. 3
         4.3.     Exercisability of Options..................................... 3
         4.4.     Term.......................................................... 3
         4.5.     Early Vesting................................................. 3
         4.6.     Exercise Price................................................ 4
         4.7.     Payment....................................................... 4
         4.8.     Option Nontransferable........................................ 4

ARTICLE V.  CHANGE IN CONTROL................................................... 4

ARTICLE VI.  ADMINISTRATION, AMENDMENT AND TERMINATION.......................... 6
         6.1.     Administration................................................ 6
         6.2.     Amendment and Termination..................................... 6
         6.3.     Amendment of Options.......................................... 6

ARTICLE VII.  SHARES SUBJECT TO PLAN............................................ 7
         7.1.     Shares Subject to Plan........................................ 7
         7.2.     Adjustments................................................... 7

ARTICLE VIII.  GENERAL PROVISIONS............................................... 8
         8.1.     Governing Law................................................. 8
         8.2.     Miscellaneous................................................. 8
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                      FLOWERS INDUSTRIES, INC. NONEMPLOYEE
                             DIRECTORS' EQUITY PLAN

                  The Flowers Industries, Inc. Nonemployee Directors' Equity
Plan ("Plan") is effective as of June 29, 1997, subject to approval of
shareholders at the 1997 annual meeting.


                             ARTICLE I. DEFINITIONS

                  Whenever the following terms are used in this Plan they shall
have the meanings specified below unless the context clearly indicates to the
contrary:

                  (a) "Administrator": The Compensation Committee of the Board
         or any successor committee designated by the Board.

                  (b) "Board": The Board of Directors of the Company.

                  (c) "Change of Control": The meaning set forth in Article V.

                  (d) "Code": The Internal Revenue Code of 1986, as amended.

                  (e) "Company": Flowers Industries, Inc. or any successor or
         successors thereto.

                  (f) "Director": An individual duly elected or chosen as a
         Director of the Company who is not also an employee of the Company or
         any of its subsidiaries.

                  (g) "Fair Market Value": With respect to a Share, as of any
         given date, unless otherwise determined by the Administrator in good
         faith, the mean between the highest and lowest quoted selling price,
         regular way, of a Share on the New York Stock Exchange, or if no such
         sale of Shares occurs on the New York Stock Exchange on such date, the
         fair market value of the Shares as determined by the Administrator in
         good faith.

                  (h) "Option": An option to purchase Shares granted pursuant to
         Section 4.1.



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                  (i) "Participation Agreement": The agreement submitted by a
         Director to the Administrator in which a Director may specify his or
         her election to invest all or a portion of his or her Retainer in
         Options.

                  (j) "Plan": The Plan set forth in this instrument as it may
         from time to time be amended.

                  (k) "Plan Year": The fiscal year of the Company.

                  (l) "Retainer": The portion of a Director's annual
         compensation that is payable without regard to number of Board or
         committee meetings attended or committee positions.

                  (m) "Shares": The Company's fully paid, non-assessable common
         stock. Shares may be shares of original issuance or treasury shares or
         a combination of the foregoing.

                  (n) "Valuation Date": The date of the meeting of the
         Compensation Committee of the Board first preceding the first day of a
         Plan Year.


                               ARTICLE II. PURPOSE

                  The purpose of this Plan is to provide Directors with
opportunities to invest amounts of their Retainer in Options in order to further
align the interests of Directors with the shareholders of the Company and
thereby promote the long-term success and growth of the Company.


                      ARTICLE III. ELECTION TO PARTICIPATE

                  3.1. Eligibility. All individuals who are Directors as of the
first day of a Plan Year may participate in the Plan for such Plan Year. A
Director may elect to participate for any Plan Year in accordance with Section
3.2 of this Article. A Director's entitlement to participate as to future
investments shall cease with respect to the Plan Year following the Plan Year in
which he or she ceases to be a Director.

                  3.2. Election to Participate. A Director who desires to
participate in this Plan with respect to the Retainer payable


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for such Plan Year must complete and deliver a Participation Agreement to the
Administrator before the first day of the Plan Year for which such Retainer
would otherwise be paid. A Participation Agreement that is timely delivered
shall be effective for the succeeding Plan Year and in addition, except as
otherwise specified by a Director in his or her Participation Agreement, shall
continue to be effective from Plan Year to Plan Year until revoked or modified
by written notice to the Administrator or until terminated automatically upon
the termination of the Plan. In order to be effective to revoke or modify a
Participation Agreement with respect to the Retainer for a Plan Year, a
revocation or modification must be delivered prior to the first day of the Plan
Year for which such Retainer is payable.

                  3.3. Amount of Participation. A Director shall designate on
the Participation Agreement the dollar amount of his or her Retainer that he or
she has elected to invest in Options under this Plan.

                  3.4. Minimum Level of Participation For Investment in Options.
A Director shall be permitted to invest in Options under this Plan only if for
the Plan Year involved the total amount of the Retainer for the Director that is
invested in Options for the Plan Year equals at least twenty-five (25) percent
of the Retainer of the Director for such Plan Year.


                               ARTICLE IV. OPTIONS

                  4.1. Grant of Options. To the extent a Director elects to
invest all or a portion of his or her Retainer for a Plan Year in Options, an
Option shall be granted on the first day of such Plan Year for that number of
Shares equal to 150% of the amount of the Retainer invested divided by the value
of an Option for one Share on the Valuation Date. For this purpose, value shall
be determined by the Black-Scholes option pricing model, as applied by the
Administrator. To the extent that the application of the foregoing formula would
result in an Option covering a fractional Share, the number of Shares covered by
the Option shall be rounded up.

                  4.2. Written Agreement. Each grant of Options shall be
evidenced by a written agreement in such form as approved by


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the Administrator and shall be subject to the additional terms and conditions
set forth in this Article IV.

                  4.3. Exercisability of Options. Subject to the expiration or
earlier termination of the Option, 100% of the Option shall become exercisable
on the first anniversary of the date of grant.

                  4.4. Term. An Option shall expire ten years from the date the
Option is granted and shall be subject to earlier termination as hereinafter
provided. Once an Option becomes exercisable, it may thereafter be exercised,
wholly or in part, at any time prior to its expiration or termination. In the
event of the Director's termination from service on the Board, other than as
provided in Section 4.5, an outstanding Option may be exercised only to the
extent it was exercisable on the date of such termination and shall expire two
years after such termination, or on its stated expiration date, whichever occurs
first. Notwithstanding the above, in the event of a termination for cause as
determined by the Administrator, all unexercised Options shall be forfeited.

                  4.5. Early Vesting. Upon the occurrence of any of the
following events, the Option shall become immediately and fully exercisable: the
death of the Director, the disability of the Director, or a Change in Control.
The Option shall expire two years after such event, or on its stated expiration
date, whichever occurs first.

                  4.6.       Exercise Price.  The exercise price of an Option
granted to a Director shall be equal to the Fair Market Value per
Share on the date of grant.

                  4.7. Payment. An Option may be exercised by a Director only
upon payment to the Company in full of the exercise price of the Option
corresponding to the portion of the Option to be exercised. Such payment shall
be made in cash or in Shares previously owned by the Director for more than six
months, or in a combination of cash and such Shares.

                  4.8. Option Nontransferable. Unless otherwise determined by
the Administrator, the Option shall be neither transferable nor assignable by
the Director other than by will or by the laws of descent and distribution and
may be exercised, during the lifetime of the Director, only by the Director, or
in the event of his or her legal incapacity, by his or her guardian or legal
representative acting on behalf of the Director in a fiduciary capacity under
the state law and court supervision.



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                          ARTICLE V. CHANGE IN CONTROL

                  For purposes of this Plan, a "Change in Control" means the
first to occur of the following events:

         (1)      The Company enters into an agreement which provides for
                  the Company becoming a subsidiary of another
                  corporation or entity or being merged with or
                  consolidated into another corporation or entity (other
                  than a corporation wholly owned by the Company) or the
                  sale of substantially all of the assets of the Company
                  to another corporation or entity;

         (2)      Any person, corporation, partnership or other entity, either
                  alone or in conjunction with its "affiliates" as that term is
                  defined in Rule 405 of the General Rules and Regulations under
                  the Securities Act of 1933, as amended (the "Act"), or any
                  other group of persons, corporations, partnerships or other
                  entities who are not "affiliates" as defined but who are
                  acting in concert, are determined to own of record or
                  beneficially securities of the Company which represent
                  twenty-five percent (25%) or more of the combined voting power
                  of the Company's then outstanding securities entitled to vote
                  for the election of Directors, if such ownership was not
                  approved in advance by a vote of at least three-quarters of
                  the Continuing Directors as defined below; provided, however,
                  that for purposes of determining the ownership of any group as
                  described above or any member thereof, no such group or member
                  shall be deemed to be the beneficial owner of Shares:

                  a.         which were beneficially owned by a member on
                             March 17, 1989 and continue to be beneficially
                             owned by any member or any affiliate or associate
                             thereof as of the date of the formation of the
                             group;


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                  b.         initially acquired by a member or an affiliate or
                             associate thereof after March 17, 1989 by bona fide
                             gift, inheritance, or as a result of a stock
                             dividend, split or in a similar transaction in
                             which no consideration was exchanged;

                  c.         initially acquired by a member or an affiliate or
                             associate thereof after March 17, 1989 pursuant to
                             the exercise of any options, rights or warrants
                             granted to such person by the Company; or

                  d.         beneficially owned by a member or an affiliate or
                             associate thereof pursuant to any employee
                             benefit plan of the Company or any subsidiary of
                             the Company.

         (3)      The first to occur of (x) the Board's actual knowledge
                  of, or (y) the reporting to the Commission of, the
                  tender, pursuant to a tender offer or exchange offer
                  other than by the Company, of shares representing
                  twenty-five percent (25%) or more of the Company's then
                  outstanding securities entitled to vote for the
                  election of Directors, whether or not such percentage
                  of tendered securities is subsequently reduced;

         (4)      The Board adopts a resolution approving the liquidation or
                  dissolution of the Company;

         (5)      Continuing Directors at any time fail to constitute a
                  majority of the Board, and the term "Continuing
                  Directors" shall mean the then current members of the
                  Board who were also members of the Board on December 7,
                  1987, plus any new directors whose nominations were
                  approved by at least three-quarters of the Continuing
                  Directors in office at the time of the election of any
                  such new directors, other than a nomination of an
                  individual whose initial assumption of office is in
                  connection with an actual or threatened solicitation
                  with respect to the "election or removal of the Board
                  of Directors," as such terms are used in Rule 14a-11 of
                  the Exchange Act; or

         (6)      Any other event that a majority of the Continuing Directors
                  determines would be required to be reported in response to
                  Item 6(e) [Voting Securities and Principal Holders Thereof -
                  change in control] of Schedule 14A of Regulation 14A
                  promulgated under Exchange Act, or any successor provision
                  thereof.
 


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              ARTICLE VI. ADMINISTRATION, AMENDMENT AND TERMINATION

                  6.1. Administration. The Plan shall be administered by the
Administrator. The Administrator shall have such powers as may be necessary to
discharge its duties hereunder. The Administrator may, from time to time,
employ, appoint or delegate to an agent or agents (who may be an officer or
officers of the Company) and delegate to them such administrative duties as it
sees fit, and may from time to time consult with legal counsel who may be
counsel to the Company. The Administrator shall have no power to add to,
subtract from or modify any of the terms of the Plan, or to change or add to any
benefits provided under the Plan, or to waive or fail to apply any requirements
of eligibility for a benefit under the Plan. No member of the Administrator
shall act in respect of his or her own Retainer. All decisions and
determinations by the Administrator shall be final and binding on all parties.
No member of the Administrator shall be liable for any such action taken or
determination made in good faith. All decisions of the Administrator shall be
made by the vote of the majority, including actions and writing taken without a
meeting. All elections, notices and directions under the Plan by a Director
shall be made on such forms as the Administrator shall prescribe.

                  6.2. Amendment and Termination. The Board may alter or amend
this Plan from time to time or may terminate it in its entirety; provided,
however, that no such action, except for an acceleration of benefits, shall,
without the consent of a Director, impair the rights in any Shares issued or to
be issued to such Director, as a result of a grant of Options under the Plan;
and further provided, that any amendment that must be approved by the
shareholders of the Company in order to comply with applicable law or the rules
of the principal national securities exchange upon which the Shares are traded
or quoted shall not be effective unless and until such approval has been
obtained in compliance with such applicable law or rules. Presentation of this
Plan or any amendment hereof for shareholder approval shall not be construed to
limit the Company's authority to offer similar or dissimilar benefits through
plans that are not subject to shareholder approval.



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                  6.3. Amendment of Options. The Administrator shall not,
without the further approval of the shareholders of the Company, authorize the
amendment of any outstanding Option to reduce the exercise price of the Option.
Furthermore, no Option shall be cancelled and replaced with awards having a
lower exercise price without further approval of the shareholders of the
Company. This Section 6.3 is intended to prohibit the repricing of "underwater"
Options and shall not be construed to prohibit the adjustments provided for in
Section 7.2 of this Plan.


                       ARTICLE VII. SHARES SUBJECT TO PLAN

                  7.1. Shares Subject to Plan. Subject to adjustment as provided
in this Plan, the total number of Shares which may be issued under this Plan
shall be three hundred thousand (300,000).

                  7.2. Adjustments. The Administrator may make or provide for
such adjustments in the (a) number of Shares covered by outstanding Options
granted or awarded hereunder, (b) prices per share applicable to such Options,
and (c) kind of shares covered thereby, as the Administrator in its sole
discretion may in good faith determine to be equitably required in order to
prevent dilution or enlargement of the rights of Directors that otherwise would
result from (x) any stock dividend, stock split, combination of shares,
recapitalization or other change in the capital structure of the Company, (y)
any merger, consolidation, spin-off, spin-out, split-off, split-up,
reorganization, partial or complete liquidation of the Company or other
distribution of assets, issuance of rights or warrants to purchase securities of
the Company, or (z) any other corporate transaction or event having an effect
similar to any of the foregoing. In the event of any such transaction or event,
the Administrator may provide in substitution for any or all outstanding grants
or awards under this Plan such alternative consideration as it may in good faith
determine to be equitable under the circumstances and may require in connection
therewith the surrender of all awards so replaced. Moreover, the Administrator
may on or after the date of grant provide in the agreement evidencing any grant
or award under this Plan that the holder of the grant or award may elect to
receive an equivalent grant or award in respect of securities of the


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surviving entity of any merger, consolidation or other transaction or event
having a similar effect, or the Administrator may provide that the holder will
automatically be entitled to receive such an equivalent grant or award. The
Administrator may also make or provide for such adjustments in the number of
shares specified in Section 7.1 of this Plan as the Administrator in its sole
discretion may in good faith determine to be appropriate in order to reflect any
transaction or event described in this Section 7.2. This Section 7.2 shall not
be construed to permit the re-pricing of any Options in the absence of any of
the circumstances described above in contravention of Section 6.3 of this Plan.


                        ARTICLE VIII. GENERAL PROVISIONS

                  8.1. Governing Law. The provisions of this Plan shall be
governed by and construed in accordance with the laws of the State of Georgia.

                  8.2. Miscellaneous. Headings are given to the sections of this
Plan solely as a convenience to facilitate reference. Such headings, numbering
and paragraphing shall not in any case be deemed in any way material or relevant
to the construction of this Plan or any provisions thereof. The use of the
singular shall also include within its meaning the plural, and vice versa.



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