FORM 10-Q
                 SECURITIES AND EXCHANGE COMMISSION
                       Washington, D C   20549

(Mark One)
       (CHECK MARK)    QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended      March 8, 1997


       (    )    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
              (Address of principal executive offices)
                                  
                                31799
                             (Zip Code)
                                  
                            912/226-9110
        (Registrant's telephone number, including area code)
                                  
                                 N/A
(Former name, former address and former fiscal year, if changed since
                            last report)

     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   [CHECK MARK]           No __________


APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING
THE PRECEDING FIVE YEARS

     Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12, 13 or 15(d)
of the Securities Exchange Act of 1934 subsequent to the distribution
of securities under a plan confirmed by a court.

Yes _________                No __________


                APPLICABLE ONLY TO CORPORATE ISSUERS:

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


     Title of Each Class               Outstanding at April 11, 1997
Common Stock, $.625  Par Value                 58,749,221


                      FLOWERS INDUSTRIES, INC.
                                  
                                INDEX


                                                   Page Number
PART I.   Financial Information

Item 1.        Financial Statements

               Consolidated Balance Sheet
               March 8, 1997 and June 29, 1996                3

               Consolidated Statement of Income
               Thirty Six Weeks Ended March 8, 1997
               and March 9, 1996                              5

               Consolidated Statement of Income
               Twelve Weeks Ended March 8, 1997
               and March 9, 1996                              6

               Consolidated Statement of Cash Flows
               Thirty Six Weeks Ended March 8, 1997
               and March 9, 1996                              7

               Notes to Consolidated Financial Statements     9

Item 2.        Management's Discussion and Analysis of 
               Financial Condition and Results of Operations 10


PART II.  Other Information

Item 6.        Exhibits and Reports on Form 8-K              11


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<TABLE>
                                               FLOWERS INDUSTRIES, INC.
                                              CONSOLIDATED BALANCE SHEET
                                                        ASSETS
                                                           
                                           (000's Omitted except share data)



CURRENT ASSETS:                                                      March 8, 1997          June 29, 1996
<S>                                                                    <C>                    <C>
  Cash and temporary investments                                       $   4,886              $  25,039
                                                                       ---------              ---------
  Accounts receivable                                                    117,925                120,301
                                                                       ---------              ---------
  Inventories:
    Raw materials                                                         42,387                 25,939
    Finished goods                                                        34,434                 25,527
    Supplies                                                              19,169                 17,110
                                                                       ---------              ---------
                                                                          95,990                 68,576
                                                                       ---------              ---------
  Deferred income taxes                                                   11,982                 10,992
  Prepaid expenses                                                         6,592                  5,319
                                                                       ---------              ---------
                                                                         237,375                230,227
                                                                       ---------              ---------

PROPERTY, PLANT & EQUIPMENT:
  Land                                                                    23,457                 23,386
  Buildings                                                              183,909                183,502
  Machinery and equipment                                                393,734                393,319
  Furniture, fixtures and transportation equipment                        23,008                 21,365
  Construction and capital projects in progress                          118,576                 63,005
                                                                       ---------              ---------
                                                                         742,684                684,577
  Less:  accumulated depreciation                                       (294,534)              (264,107)
                                                                       ---------              ---------

                                                                         448,150                420,470
                                                                       ---------              ---------
OTHER ASSETS AND DEFERRED CHARGES:
  Investment in unconsolidated affiliate                                  74,099                 68,326
  Notes receivable from distributors                                           0                 61,236
  Other long-term assets                                                  33,552                 24,567
                                                                       ---------              ---------
                                                                         107,651                154,129
                                                                       ---------              ---------
COST IN EXCESS OF NET TANGIBLE ASSETS:
  Cost in excess of net tangible assets                                   45,286                 45,962
  Less:  accumulated amortization                                         (2,059)                (1,345)
                                                                       ---------              ---------
                                                                          43,227                 44,617
                                                                       ---------              ---------
                                                                       $ 836,403              $ 849,443
                                                                       =========              =========
</TABLE>
(See Accompanying Notes to Consolidated Financial Statements)

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<TABLE>
                                               FLOWERS INDUSTRIES, INC.
                                              CONSOLIDATED BALANCE SHEET
                                         LIABILITIES AND STOCKHOLDERS' EQUITY
                                                           
                                           (000's Omitted except share data)



CURRENT LIABILITIES:                                                 March 8, 1997          June 29, 1996
<S>                                                                     <C>                    <C>
  Notes payable - commercial paper                                      $ 37,996               $      0
  Notes payable                                                            5,677                  6,593

  Obligations under capital leases                                         2,386                  1,988
  Accounts payable                                                        54,960                 98,796
  Accrued taxes other than income taxes                                    4,769                  5,369
  Income taxes                                                             4,172                  1,264
  Accrued compensation, interest and other liabilities                    76,947                 67,738
                                                                        --------               --------
                                                                         186,907                181,748
                                                                        --------               --------

LONG-TERM NOTES PAYABLE                                                  256,171                254,355
                                                                        --------               --------
OBLIGATIONS UNDER CAPITAL LEASES                                           2,751                  2,573
                                                                        --------               --------
INDUSTRIAL REVENUE BONDS                                                  17,570                 17,770
                                                                        --------               --------
DEFERRED INCOME TAXES                                                     46,024                 47,270
                                                                        --------               --------
DEFERRED INCOME                                                                0                 40,403
                                                                        --------               --------

COMMON STOCK:
  Par value $.625 authorized 100,000,000 shares, 
    issued 59,090,726                                                     36,932                 36,932
  Capital in excess of par value                                          58,079                 58,783
  Retained earnings                                                      251,638                234,069
  Less - common stock in treasury, 308,006            
    and 506,749 shares, respectively                                      (5,060)                (6,493)
  Less - Restricted Stock Award and Equity
    Incentive Award                                                      (14,609)               (17,967)
                                                                        --------               --------
  Total common stockholders' equity                                      326,980                305,324
                                                                        --------               --------
                                                                        $836,403               $849,443
                                                                        ========               ========
</TABLE>

(See Accompanying Notes to Consolidated Financial Statements)

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<TABLE>
                                               FLOWERS INDUSTRIES, INC.
                                           CONSOLIDATED STATEMENT OF INCOME
                                                           
                                           (000's Omitted except share data)



                                                                            For the 36 Weeks Ended 
                                                                     March 8, 1997            March 9, 1996
<S>                                                                    <C>                     <C>
Sales                                                                  $1,009,954              $   835,225
Sale of distributor notes                                                  43,244                        0
Other income (expense)                                                        (74)                   3,842
                                                                       ----------              -----------
                                                                        1,053,124                  839,067
                                                                       ----------              -----------
Materials, supplies, labor and other manufacturing costs                  561,747                  453,639
Selling, delivery and administrative expenses                             380,907                  315,941
Depreciation and amortization                                              31,035                   27,644
Interest                                                                   17,423                    7,263
                                                                       ----------              -----------
                                                                          991,112                  804,487
                                                                       ----------              -----------

Pre-tax income                                                             62,012                   34,580
Federal and state income taxes                                             23,441                   13,071
Net income from investment in unconsolidated affiliate                      5,810                        0
                                                                       ----------              -----------
Net income                                                             $   44,381              $    21,509

                                                                       =========               ===========

Net income per common share                                               $ 0.77                    $ 0.38
                                                                       =========               ===========

Weighted average number of shares outstanding used in
  calculation of net income per common share                          57,924,662                57,333,224

Cash dividends paid per common share                                    $ 0.4575                  $ 0.4275
                                                                       =========               ===========
</TABLE>

(See Accompanying Notes to Consolidated Financial Statements)

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<TABLE>
                                               FLOWERS INDUSTRIES, INC.
                                           CONSOLIDATED STATEMENT OF INCOME
                                                           
                                           (000's Omitted except share data)


                                                                            For the 12 Weeks Ended 
                                                                     March 8, 1997            March 9, 1996
<S>                                                                    <C>                     <C>
Sales                                                                  $   301,392             $  275,013
Other income                                                                 2,558                  1,150
                                                                       -----------             ----------
                                                                           303,950                276,163
                                                                       -----------             ----------
Materials, supplies, labor and other manufacturing costs                   159,114                149,996
Selling, delivery and administrative expenses                              119,317                104,415
Depreciation and amortization                                               10,669                  9,505
Interest                                                                     4,938                  3,112
                                                                       -----------             ----------

                                                                           294,038                267,028
                                                                       -----------             ----------

Pre-tax income                                                               9,912                  9,135
Federal and state income taxes                                               3,747                  3,453
Net income from investment in unconsolidated affiliate                       6,005                      0
                                                                       -----------             ----------
Net income                                                             $    12,170             $    5,682
                                                                       ===========             ==========

Net income per common share                                                 $ 0.21                 $ 0.10
                                                                       ===========             ==========

Weighted average number of shares outstanding used in
  calculation of net income per common share                            58,145,661             57,443,124

Cash dividends paid per common share                                      $ 0.1550               $ 0.1450
                                                                       ===========             ==========
</TABLE>

(See Accompanying Notes to Consolidated Financial Statements)

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<TABLE>
                                               FLOWERS INDUSTRIES, INC.
                                         CONSOLIDATED STATEMENT OF CASH FLOWS
                                                           
                                                    (000's Omitted)



                                                                            For the 36 Weeks Ended 
                                                                     March 8, 1997            March 9, 1996
<S>                                                                    <C>                     <C>
Cash flows from operating activities:

  Cash received from customers                                         $1,000,373              $ 828,907
  Interest received                                                           719                    433
  Sale of distributor notes receivable                                     65,954                      0
  Other                                                                     3,566                  2,352
                                                                       ----------              ---------
Cash provided by operating activities:                                  1,070,612                831,692
                                                                       ----------              ---------
  Cash paid to suppliers and employees                                    996,486                801,165
  Interest paid                                                            20,164                  7,183
  Income taxes paid                                                        24,089                 11,099
                                                                       ----------              ---------
Cash disbursed from operating activities                                1,040,739                819,447
                                                                       ----------              ---------
Net cash flow from operating activities (See Schedule 1)                   29,873                 12,245
                                                                       ----------              ---------
Cash flows from investing activities:
  Purchase of property, plant and equipment                               (56,442)               (40,949)
  Acquisition of businesses                                                     0                 (7,311)
  Investment in joint venture                                                   0                (62,054)
  Divestiture of business                                                     200                  1,061
  Other                                                                    (4,441)                  (140)
                                                                       ----------              ---------
Net cash disbursed for investing activities                               (60,683)              (109,393)
                                                                       ----------              ---------
Cash flows from financing activities:
  Dividends paid                                                          (26,813)               (24,795)
  Purchases of treasury stock                                                (207)                  (604)
  Increase in short-term notes payable                                     37,996                      0
  Increase in long-term notes payable                                      13,625                100,135
  Payments of long-term notes payable                                     (13,944)                (2,559)
                                                                       ----------              ---------
Net cash provided by financing activities                                  10,657                 72,177
                                                                       ----------              ---------
Net decrease in cash                                                   $  (20,153)             $ (24,971)
                                                                       ==========              =========
</TABLE>

(See Accompanying Notes to Consolidated Financial Statements)

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<TABLE>
                                               FLOWERS INDUSTRIES, INC.
                                         CONSOLIDATED STATEMENT OF CASH FLOWS
                                                           
                                                    (000's Omitted)



                                                                                       For the 36 Weeks Ended 
                           Schedule 1                                           March 8, 1997            March 9, 1996
<S>                                                                               <C>                      <C>
Schedule reconciling earnings to net cash flow from operating activities:
  Net income                                                                      $ 44,381                 $ 21,509
                                                                                  --------                 --------
  Noncash expenses, revenues, losses and gains included in income:
    Depreciation and amortization                                                   31,035                   27,644
    Increase in accounts receivable                                                 (1,427)                 (10,432)
    Increase in inventories                                                        (27,557)                  (4,119)
    Increase in prepaids                                                            (1,209)                  (2,304)
    Decrease in distributor notes receivable                                        65,954                        0
    Decrease in accounts payable                                                   (44,297)                 (10,044)
    Increase (decrease) in accrued taxes and other liabilities                      12,047                  (10,009)
    Decrease in deferred distributor income                                        (43,244)                       0
    Equity in net income of unconsolidated affiliate                                (5,810)                       0
                                                                                  --------                 -------- 
                                                                                  $ 29,873                 $ 12,245
                                                                                  ========                 ========

                           Schedule 2
Schedule of noncash financing activities:
  Common stock received in connection with the exercise of employee
    stock options                                                                 $  1,950                 $  1,527

                                                                                  ========                 ========
  Stock issued and held in escrow in connection with Restricted Stock
    Awards                                                                        $     94                 $  3,004
                                                                                  ========                 ========
  Exercise of Equity Incentive Awards                                             $  2,365                 $  1,653
                                                                                  ========                 ========
  Stock released from Richter's escrow                                            $  2,565                 $      0
                                                                                  ========                 ========
  Note receivable from divestiture of business                                    $  1,311                 $  2,500
                                                                                  ========                 ========
  Stock issued for acquisition                                                    $  4,000                 $  1,119
                                                                                  ========                 ========
</TABLE>

(See Accompanying Notes to Consolidated Financial Statements)

-8-

                      FLOWERS INDUSTRIES, INC.
                                  
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



1.   In the opinion of the Company, the accompanying unaudited
     consolidated financial statements contain all adjustments
     (consisting of only normal recurring accruals) necessary to
     present fairly the financial position as of March 8, 1997 and
     June 29, 1996, the results of operations for the twelve and
     thirty-six weeks ended March 8, 1997 and March 9, 1996 and
     statement of cash flows for the thirty-six weeks ended March 8,
     1997 and March 9, 1996.

2.   The results of operations for the twelve and thirty-six week
     periods ended March 8, 1997 and March 9, 1996, are not
     necessarily indicative of the results to be expected for a full
     year.

3.   During September 1996, the Company accrued for certain claims by
     the Internal Revenue Service ("IRS"), relating primarily to the
     Company's independent distributor program.  The IRS asserted that
     the independent distributor program generated ordinary income
     upon the initial sale of the territory.

     In a related, but separate transaction, on September 20, 1996,
     the Company sold $66,000,000 of notes receivable from independent
     distributors to a financial institution.  Of the $66,000,000 of
     notes sold, $44,000,000 was initially without recourse to the
     Company with the remaining $22,000,000 having limited recourse. 
     Concurrently, approximately $43,000,000 of deferred income was
     recognized by the Company. The Company acts as a servicing agent
     for the financial institution and is entitled to receive a fee
     for these services.

4.   Net Income Per Common Share - Net income per common share is
     computed by dividing (a) net income by (b) the average number of
     common shares outstanding, increased by common equivalent shares
     (options and Restricted Shares) determined using the treasury
     stock and if converted methods.

5.   Subsequent to quarter end, on April 4, 1997, the Board of
     Directors declared a three-for-two split of the Company's common
     stock, effected in the form of a stock dividend payable on May 2,
     1997 to shareholders of record on April 18, 1997.




-9-

              MANAGEMENT'S DISCUSSION AND ANALYSIS OF 
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Liquidity and Capital Resources:
The Company's working capital increased $1,989,000 to $50,468,000 at
the end of the third quarter of fiscal 1997, with cash and temporary
investments decreasing to $4,886,000 from $25,039,000 at June 29,
1996.  The decrease in cash and temporary investments was primarily
due to cash expended for capital projects throughout the Company.

At the end of the third quarter of fiscal 1997, the Company had a
total of $117,000,000 borrowed under a five-year $300,000,000
syndicated loan facility.  Also, currently outstanding are
$125,000,000 of long-term Senior Notes issued through a private
placement completed during the third quarter of fiscal 1996.  During
the second quarter of fiscal 1997, the Company entered into a
short-term $50,000,000 Commercial Paper program to finance the
build-up of frozen inventory.  Borrowings outstanding under this
program at March 8, 1997 were $37,996,000.

During the first quarter of fiscal 1997, the Company sold $66,000,000
of distributor notes receivable to a financial institution.  The
proceeds from this sale were used to pay a portion of the Company's
debt outstanding at that time.

Dividends paid per share increased 7% to $.1550 in the third quarter
of fiscal 1997 from $.1450 paid in the third quarter of fiscal 1996.

Results of Operations:
Sales increased 21% to $1,009,954,000 in the first three quarters of
fiscal 1997 as compared with the first three quarters of fiscal 1996. 
Acquisitions consummated subsequent to the third quarter of fiscal
1996 contributed approximately two-thirds of the increase, while
increased volume of 6%, exclusive of the acquisitions was also a
factor in the sales increase.  Sales increased 10% to $301,392,000 in
the third quarter of fiscal 1997 as compared with the third quarter of
fiscal 1996.  Acquisitions consummated subsequent to the third quarter
of fiscal 1996 contributed approximately one-half of the increase,
while increased volume of 4%, exclusive of the acquisitions was also a
factor in the sales increase. 

Pre-tax income increased 79% to $62,012,000 and 9% to $9,912,000 in
the first three quarters and the third quarter of fiscal 1997,
respectively.  The sale of the distributor notes receivable during the
first quarter as discussed above generated $43,244,000 of pre-tax
income.  The sale of these notes was necessitated by the Company's
decision to settle claims by the Internal Revenue Service that the
notes constituted current rather than deferred income.  The gain
generated by the sale of the notes was partially offset by
approximately $19,000,000 of expenses relating to the Internal Revenue
Service audit and the write-down of certain idle facilities. 
Operationally, income for the first three quarters of fiscal 1997 was
positively impacted by the Mrs. Smith's pie business, which the
Company acquired during the fourth quarter of fiscal 1996, as well as
sales and volume gains at the remainder of the Company's operations.
Operationally, income for the third quarter was positively impacted by
improving flour costs and improving performances in several of the
Company's new markets.  These improvements were somewhat offset by the
seasonal loss experienced in the third quarter by the Mrs. Smith's
pie business.  During the third quarter, the Company reported an
after-tax profit of $6,005,000 as a result of it's  equity investment
in the Keebler Company.

-10-

                    PART II.   OTHER INFORMATION

 
Item 6.   Exhibits and Reports on Form 8-K

     (a)  Exhibit 11 - Computation of Earnings Per Common Share. 
          (Pages 12 and 13)

     (b)  Exhibit 27 - Financial Data Schedule.  (Page 14)

     (c)  Reports on Form 8-K
          No reports on Form 8-K were filed by the Company for the
          third quarter ended March 8, 1997 or during the period from
          the close of the third quarter to the date of this report.

-11-
<TABLE>
                                                                                                            Exhibit 11
                                               FLOWERS INDUSTRIES, INC.
                                          COMPUTATION OF NET INCOME PER SHARE
                                                           
                                           (000's Omitted except share data)




                                                                            For the 36 Weeks Ended 
                                                                     March 8, 1997            March 9, 1996
<S>                                                                    <C>                     <C>
Net income for net income per common share                             $    44,381             $    21,509
                                                                       ===========             ===========
Number of shares used in calculation of per common   
  share data:
  Weighted average number of common shares 
    outstanding during the period                                       58,632,272              57,858,391
  Add (Deduct) - Shares issuable upon exercise of 
                   employee stock options based on 
                   quarter-end market price                                286,815                 153,541
                 Shares issuable upon award of 
                   performance shares and restricted 
                   stock award based on quarter-end 
                   market price                                           (994,425)               (678,708)
                                                                       -----------             -----------
  Weighted average number of shares used in calculation 
    of net income per common share                                      57,924,662              57,333,224
                                                                       ===========             ===========

Net income per common share                                                 $ 0.77                  $ 0.38
                                                                       ===========             ===========

</TABLE>

(See Accompanying Notes to Consolidated Financial Statements)

-12-

<TABLE>
                                                                                                            Exhibit 11
                                               FLOWERS INDUSTRIES, INC.
                                          COMPUTATION OF NET INCOME PER SHARE
                                                           
                                           (000's Omitted except share data)




                                                                            For the 12 Weeks Ended 
                                                                     March 8, 1997            March 9, 1996
<S>                                                                    <C>                     <C>
Net income for net income per common share                             $    12,170             $    5,682
                                                                       ===========             ==========

Number of shares used in calculation of per common
   share data:
   Weighted average number of common shares 
     outstanding during the period                                      58,706,995             57,952,985
   Add (Deduct) - Shares issuable upon exercise of 
                    employee stock options based on 
                    quarter-end market price                               278,632                146,144
                  Shares issuable upon award of
                    performance shares and restricted 
                    stock award based on quarter-end
                    market price                                          (839,966)              (656,005)
                                                                       -----------             ----------
  Weighted average number of shares used in calculation
    of net income per common share                                      58,145,661             57,443,124

                                                                       ==========              ==========

Net income per common share                                                $ 0.21                  $ 0.10
                                                                       ==========              ==========
</TABLE>
(See Accompanying Notes to Consolidated Financial Statements)

-13-

                             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.



                         FLOWERS INDUSTRIES, INC.





                         /s/ Amos R. McMullian
                         By:  Amos R. McMullian
                              Chairman of the Board




                         /s/ Russell M. Fryar   
                         By:  Russell M. Fryar
                              Vice President, Treasurer and 
                              Chief Accounting Officer

April 11, 1997
          Date

-15-