AMENDMENT  TO  SHAREHOLDER  AGREEMENT


     This  Amendment  to  the  Shareholder Agreement, dated as of March 30, 2000
("Amendment"),  is made by and among Interstate Bakeries Corporation, a Delaware
corporation ("IBC"), Ralston Purina Company, a Missouri corporation ("Ralston"),
and  Tower  Holding  Company,  Inc.,  a  Delaware  corporation  and wholly owned
subsidiary  of  Ralston,  and  successor to VCS Holding Company ("VCS"), for the
purpose  of  amending  and  supplementing the Shareholder Agreement by and among
IBC,  Ralston  and  VCS,  dated  July 22, 1995 (the "Shareholder Agreement"), as
supplemented and amended by the Supplement to Shareholder Agreement by and among
IBC, Ralston and VCS, dated July 25, 1995 (the "Supplement Agreement").  Defined
terms used herein without definition shall have the meanings ascribed to them in
the  Shareholder  Agreement.


                                    WITNESSETH:


     WHEREAS,  IBC and Ralston entered into the Shareholder Agreement to provide
certain rights and restrictions with respect to the IBC Equity owned by Ralston;
and

     WHEREAS,  the  parties  have  agreed  to extend the term of the Shareholder
Agreement  and  to  make certain amendments to the provisions of the Shareholder
Agreement;  and

     WHEREAS, the parties agree that by entering this Amendment they acknowledge
and  confirm that they will continue to be bound by the terms of the Shareholder
Agreement,  as  previously  amended and supplemented by the Supplement Agreement
and  by  this  Amendment;

     NOW,  THEREFORE,  in  consideration of the mutual covenants and obligations
set  forth  herein,  the  parties  agree  as  follows:

1.     Except  as  specifically  provided in, and as amended by, this Amendment,
the  rights  and  restrictions  with  respect to the IBC Equity set forth in the
Shareholder  Agreement  and  the  Supplement Agreement shall continue during the
term  hereof.


2.     The  recital paragraph of the Shareholder Agreement is hereby deleted and
replaced  with  the  following:

"THIS  SHAREHOLDER  AGREEMENT  dated July 22, 1995 (the "Agreement"), is made by
and  among  INTERSTATE  BAKERIES  CORPORATION,  a  Delaware corporation ("IBC"),
RALSTON  PURINA  COMPANY,  a  Missouri  corporation  ("Ralston") and VCS HOLDING
COMPANY,  a  Delaware  corporation  and  a  wholly-owned  subsidiary  of Ralston
("VCS")".


3.     The  first  WHEREAS clause of the Shareholder Agreement is hereby amended
by  substituting  "Ralston"  for  "RPC"  in  the  second  line.


4.     Section  1.29 of the Shareholder Agreement is hereby deleted and replaced
with  the  following:

"Section  1.29  RAL  Stock.  "RAL  Stock  means Ralston's $ .10 par value Common
Stock,  or  any other class of common stock of Ralston at any time outstanding."


5.     Section  1.33  of  the  Shareholder  Agreement  is  deleted.


6.     The  introductory sentence to Section 2.1 of the Shareholder Agreement is
hereby  deleted  and  replaced  with  the  following:

"Section  2.1  Standstill Covenants.  Unless specifically requested or permitted
in  writing  in  advance by the Chairman of the Board of IBC or unless otherwise
permitted  in  this Agreement, Ralston agrees that until August 1, 2006, neither
it  nor  any  of  its  Affiliates  will,  directly  or  indirectly:"


7.     The  introductory language before "(i)" in Section 2.3 of the Shareholder
Agreement  is  hereby  deleted  and  replaced  with  the  following:

"Section  2.3 Voting of IBC Equity.  Ralston agrees that during the term of this
Agreement,  with  respect to the election of directors of IBC, each class of IBC
Equity  owned  by  Ralston  and  its  Affiliates  shall  be  voted"


8.     Section  3.1  of the Shareholder Agreement is hereby deleted and replaced
with  the  following:

"Section  3.1  Restrictions  of  Transfer.  During  the  term of this Agreement,
Ralston  agrees  that  it will not, and it will cause each of its Affiliates who
have  acquired  IBC  Equity  under this Agreement, or who may acquire IBC Equity
pursuant  to  Section  3.2(b)  of this Agreement, not to Transfer any IBC Equity
except  as  permitted  by  or  in  accordance  with  this  Agreement."

9.     Section  4.1(a)  of  the  Shareholder  Agreement  is  hereby  deleted and
replaced  with  the  following:

"(a)  Except for Transfers permitted by Section 3.2(a) and (b), and Transfers to
a  Person  making a tender offer for outstanding IBC Equity which is recommended
to shareholders of IBC by the board of directors of IBC, during the term of this
Agreement, Ralston and its Affiliates shall not sell any shares of IBC Equity to
any  Person  unless  it has first made an offer (the "First Offer") to sell such
shares to IBC in accordance with this Article IV and such First Offer shall have
been  rejected  or  not  accepted  within  the  Applicable Acceptance Period (as
hereinafter  defined);  provided,  however,  that  if  Ralston  or  any  of  its
Affiliates  propose  to sell a specified number of shares of IBC Equity pursuant
to  a  Transfer  permitted by Section 3.2(f) and the First Offer shall have been
rejected  by IBC, the proposed Transfer by Ralston or its Affiliates may proceed
at  any  time  thereafter  under  Rule  144  without regard to the 20 day period
referenced  in  Section  4.1(d)."


10.     Section  4.2 of the Shareholder Agreement is hereby deleted and replaced
with  the  following:

"Section  4.2.  Purchase  of  the  Offered Shares.  In the event IBC rejects the
First  Offer  or  fails  to  deliver  a Notice of Exercise within the Applicable
Acceptance  Period,  then  Ralston  may  proceed  with  the Transfer pursuant to
Articles V, VI, VII and VIII hereof, if applicable; provided that, a Person upon
purchasing such shares from Ralston will not own more than fifteen percent (15%)
of  the  outstanding  IBC  Equity."


11.     Sections  5.1(c),  (d)  and  (e) of the Shareholder Agreement are hereby
deleted  and  replaced  with  the  following:

"(c)  IBC  will  be  obligated  to effect only one (1) Demand Registration under
Section 5.1 hereof; provided, however, that IBC will not be required to register
the  IBC  Equity pursuant to a Demand Notice under Section 5.1 hereof if at such
time  (i)  the shares of IBC Equity which Ralston is requesting to be registered
pursuant  to  Section 5.1 hereof constitutes less than five percent (5%) of such
class  or series of the outstanding IBC Securities so requested to be registered
or  (ii)  such  Demand Notice is given within six (6) months after the effective
date  of any other registration of any IBC Securities under the Securities Act".

"(d)  Any  Demand  Registration to be effective pursuant to this Article V shall
only  be accomplished in an underwritten offering which is designed to cause the
widespread  distribution  and  sale  of such underwritten securities.  The first
lead  underwriter, and, subject to the next sentence of this Section 5.1(d), any
other underwriter that will administer the offering will be selected by Ralston;
provided,  however, that such underwriter(s) shall be subject to the approval of
IBC,  which  approval shall not be unreasonably withheld.  In the event there is
one  or  more  co-managers,  the first such co-manager shall be selected by IBC,
provided that such co-manager shall be subject to the approval of Ralston, which
approval  shall  not be unreasonably withheld.  Ralston agrees to use reasonable
efforts  in  connection  with  any  Demand Registration to assure the widespread
distribution  and  sale  of  such  underwritten securities and Ralston agrees to
request  that  the  underwriters use reasonable efforts to assure the widespread
distribution  and  sale  of  such  underwritten  securities."

"(e) In any such Demand Registration there may be included as many shares of IBC
Securities  that  IBC  elects to be included on the same terms and conditions as
the  IBC  Equity;  provided,  however,  that if the managing underwriter advises
Ralston  and  IBC  that,  in  its  judgment, the number of shares proposed to be
included  in such offering should be limited, then the total number of shares to
be  included in such offering will be determined by the managing underwriter and
IBC shall include in such offering  (i) first, all the shares of IBC Equity that
Ralston  proposes  to sell and (ii) second all the shares of IBC Securities that
IBC proposes to sell.  Except as otherwise provided for in this Agreement or the
First  Registration  Rights  Agreement (as hereinafter defined), no person other
than  Ralston  shall  be  permitted to offer any IBC Securities under any Demand
Registration  pursuant  to this Section 5.1 without the prior written consent of
Ralston".


12.     The  first  sentence  of Section 9.1(a) of the  Shareholder Agreement is
hereby  deleted  and  replaced  with  the  following:

"(a)  At  any  time during the one-year period commencing on August 1, 2005, IBC
shall  have  the  right to acquire all, but not less than all, of the IBC Equity
then  owned  by  Ralston  and  its  Affiliates  at  a  purchase  price  equal to
one-hundred  and  ten  percent  (110%) of the IBC Market Price of the IBC Equity
then  owned  by Ralston and its Affiliates (such right to acquire the IBC Equity
is  referred  to  as  the  "IBC  Call").


13.     Section  9.1(c)  of  the  Shareholder  Agreement  is  hereby deleted and
replaced  with  the  following:

"(c)  The  IBC  Call  shall be exercised within one (1) year following August 1,
2005,  and  shall  expire  if  not  exercised  by  such  date."


14.     Section  10.2  of  the  Shareholder  Agreement  is  hereby  deleted.


15.     Section 10.6 of the Shareholder Agreement is hereby deleted and replaced
with  the  following:

"Section  10.6  Maximum  Allowed  Ownership  of  IBC  Securities.
"(a)  Ralston agrees that if it has not sold the IBC Equity owned by Ralston and
its  Affiliates  prior to August 15, 2000 it shall cause the principal amount of
each  Stock  Appreciation  Income  Linked Securities ("SAILS") related to its 7%
Exchangeable Notes Due August 1, 2000 to be mandatorily exchanged into shares of
IBC  Stock  and  not  into  cash  or  other  consideration."

"(b)  Ralston  agrees that between the execution of this Amendment and September
30,  2000,  Ralston  shall  sell, or Ralston shall cause its Affiliates to sell,
shares  of  IBC  Equity  equal  to the amount of IBC Equity that Ralston and its
Affiliates  hold  in excess of twenty (20%) of the IBC Securities outstanding on
September  30,  2000,  such  sales  being  made  pursuant  to  the  terms of the
Shareholder  Agreement."

"(c)  Ralston  covenants and agrees that by August 1, 2004, the ownership of IBC
Securities  by Ralston and its Affiliates shall be not more then 15% of the then
total  outstanding  IBC  Securities."

"(d)  Ralston  covenants  and agrees that by August 1, 2005 the ownership of IBC
Securities  by  Ralston and its Affiliates shall be no more than 10% of the then
total  outstanding  IBC  Securities."

"(e)  In  the event that the SAILS are not exchanged into shares of IBC Stock by
August  15,  2000  or  that  Ralston  and  its  Affiliates do not accomplish the
complete  sale (or exchange in the case of the SAILS) of IBC Equity provided for
in  (a),  (b), (c) or (d) above by the prescribed dates, IBC shall thereafter be
entitled to purchase at one time or from time to time, all or any portion of the
unsold  IBC  Equity owned by Ralston and its Affiliates which would otherwise be
required  to  be  sold  (or the number of shares of IBC Stock resulting from the
exchange  of SAILS in the case of (a) above at a purchase price equal to the IBC
Market  Price  of  the  IBC  Equity."


16.     The  first  sentence  of  Section  11.15 of the Shareholder Agreement is
hereby  deleted  and  replaced  with  the  following:

"Section 11.15  Term; Effectiveness.  The term of this Agreement will begin (and
this  Agreement  will  become  effective) upon the date hereof and will continue
until  August  1, 2005; provided, however, that Article IX and Section 2.1 shall
survive  until  August  1,  2006."


17.     A  new  Section 11.19 is added to the Shareholder Agreement, as follows:

     "Section  11.19  Certain  Matters  Concerning  Affiliates.  For purposes of
Sections  2.3,  9.1(a)  and  10.6,  it  is  understood  and agreed that the term
"Affiliates"  shall  only be deemed to apply to entities Controlled by Ralston."


18.      In  all  other  respects, the parties hereby agree that the Shareholder
Agreement,  and the Supplement Agreement, shall remain in full force and effect.

     IN WITNESS WHEREOF, the parties have executed this Amendment to Shareholder
Agreement  and  Supplement  Agreement  as  of  the  30th  day  of  March,  2000.


INTERSTATE  BAKERIES  CORPORATION

By:/s/Ray Sandy Sutton
Vice President


RALSTON  PURINA  COMPANY

By:/s/James M. Neville


TOWER  HOLDING  COMPANY,  INC.

By:/s/Nancy E. Hamilton