UNITED STATES 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
                                
(Mark One)
/ X /  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES      
       EXCHANGE ACT OF 1934

          For the quarterly period ended March 6, 1999
                                
                               OR

/   /  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES     
       EXCHANGE ACT OF 1934

           For the transition period from ___________ to __________         
                                  
                        _______________
                                
For the Quarter Ended March 6, 1999        Commission File Number 1-11165


                INTERSTATE BAKERIES CORPORATION
     -----------------------------------------------------
     (Exact name of registrant as specified in its charter)
                                

            Delaware                                    43-1470322
-------------------------------           -----------------------------------
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
 incorporation or organization)


12 East Armour Boulevard, Kansas City, Missouri                  64111
-----------------------------------------------                ----------
   (Address of principal executive offices)                    (Zip Code)

                                
(Registrant's telephone number, including area code) (816) 502-4000
                                                     --------------

------------------------------------------------------------------------------
(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 / X /                       No /   /

     There were 70,172,914 shares of common stock, $.01 par value per share,
outstanding on April 8, 1999.
<PAGE>

                      INTERSTATE BAKERIES CORPORATION
                                 FORM 10-Q
                        QUARTER ENDED MARCH 6, 1999



CONTENTS
--------



                   Description                                      Page
                   -----------                                      ----

PART I - FINANCIAL INFORMATION (UNAUDITED)
------------------------------------------

   Management's Discussion and Analysis of Financial
    Condition and Results of Operations                              1-3

   Consolidated Balance Sheet                                         4

   Consolidated Statement of Income                                   5

   Consolidated Statement of Cash Flows                               6

   Notes to Consolidated Financial Statements                        7-8



PART II - OTHER INFORMATION
---------------------------

   Legal Proceedings                                            Not Applicable

   Changes in Securities                                        Not Applicable

   Defaults Upon Senior Securities                              Not Applicable

   Submission of Matters to a Vote of Security Holders          Not Applicable

   Other Information                                            Not Applicable

   Exhibits and Reports on Form 8-K                                   9

   Signatures                                                         10
<PAGE>

                       INTERSTATE BAKERIES CORPORATION
             MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                     CONDITION AND RESULTS OF OPERATIONS



Results of Operations
---------------------

Net sales for the third quarter of fiscal 1999, the sixteen weeks ended March
6, 1999, were $1,031,342,000, up $66,564,000 and 6.9%, from net sales of
$964,778,000 in the prior year.  Year-to-date net sales for fiscal 1999 were
$2,634,351,000, an increase of $151,687,000, or 6.1%, over net sales of
$2,482,664,000 in fiscal 1998.  Excluding the impact of acquired and disposed
operations, net sales were up slightly more than 2.0% for the quarter and 1.0%
on a year-to-date basis.  These adjusted increases for the quarter and year-to-
date primarily reflect volume gains.

Gross profit was 52.6% of net sales for the third quarter of 1999, identical
to the prior year's gross profit percentage.  Year-to-date gross profit
decreased slightly to 52.5% of net sales from 52.8% in fiscal 1998. The
decrease in gross profit on a year-to-date basis reflects higher production-
related costs of recently acquired operations.

Selling, delivery and administrative expense for fiscal 1999 increased 8.2%
for the quarter and 6.7% on a year-to-date basis over fiscal 1998, due to
acquisitions.  Selling, delivery and administrative expense as a percentage of
net sales was 44.0% for the third quarter of fiscal 1999 compared to 43.5% the
prior year, while the year-to-date percentage increased to 42.9% from 42.7% in
the prior year.  Excluding acquisitions, the quarterly and year-to-date
percentages are consistent with the prior year.

Based upon these factors, operating income for the third quarter of fiscal
1999 was $54,511,000, or 5.3% of net sales, down $1,383,000 from the prior
year's $55,894,000, or 5.8% of net sales.  Year-to-date operating income for
fiscal 1999 was $170,367,000, or 6.5% of net sales, compared to $172,895,000,
or 7.0% of net sales, for fiscal 1998, a decrease of $2,528,000.

Interest expense increases of $1,519,000 and $2,018,000 for the third quarter
and year-to-date, respectively, reflect higher average borrowing levels
primarily due to acquisitions.

The effective tax rates for fiscal 1999 and 1998 were 37.5% and 40.7%,
respectively.  The fiscal 1999 effective tax rate approximates the overall
federal and state rates while the fiscal 1998 effective tax rate reflects
higher nondeductible intangibles amortization.

Net income for the third quarter of fiscal 1999 was $29,583,000, or $.41 per
share (diluted basis), compared to $29,871,000, or $.40 per share, the prior
year.  Year-to-date net income improved to $96,181,000, or $1.32 per share,
from $93,998,000, or $1.25 per share, last year.
                      
                                 -1-
<PAGE>

Changes in Financial Condition
------------------------------

Cash generated by operating activities for the forty weeks ended March 6, 1999
was $140,586,000 compared to $157,337,000, with the decrease primarily
attributable to higher working capital requirements.  Cash generated by
operations during fiscal 1999, along with increased borrowings of $113,000,000
and stock option exercise proceeds of $5,959,000, was used for acquisitions of
$106,566,000, funding net capital expenditures of $77,771,000, repurchasing
common stock of $58,678,000 and paying common stock dividends of $15,150,000.

As noted in the Company's Annual Report on Form 10-K for the year ended May
30, 1998, cash flows from operations, along with existing debt and the new
senior debt issuance, are expected to be sufficient to meet the fiscal 1999
cash requirements.  On September 10, 1998, the Company entered into a 6.43%
senior note agreement for $200,000,000 with several major insurance companies. 
The debt is unsecured and matures September 2005.  The proceeds were used to
repay a short-term bank facility and reduce borrowings under the existing
revolving credit facility.

Year 2000 Compliance
--------------------

The Company has been assessing the impact that the turn of the century will
have on its internal computer systems for several years.  The turn of the
century could potentially impact the Company's production systems, route
operations, inventory purchasing and control, receivable collections, cash
management and financial reporting.  The Company has developed an overall plan
to evaluate and correct all computer and non-information technology date-
related system issues by mid-summer of 1999.  This evaluation and correction
process has already been completed on a number of the Company's most critical
systems with testing of changes already in process.  The Company is also in
the process of communicating with significant suppliers and customers to
ascertain the status of their year 2000 compliance programs.  To date, the
costs of year 2000 remediation have not been and are not expected to be
material.

Based upon efforts to date and the assumed continued implementation of its
year 2000 compliance plan, the Company does not anticipate that year 2000
issues will significantly impact the business or that the costs associated
with year 2000 compliance will have a material impact on future consolidated
financial position, results of operations or cash flows of the Company.

The Company currently does not have a formal contingency plan in place. 
Contingency planning is scheduled to occur during the spring and summer of
1999 as final implementation and testing of the compliance plan takes place.

                                 -2-
<PAGE>

Forward-Looking Statements
--------------------------

The Company or its representatives may from time-to-time provide information, 
in either written or oral form, which contains forward-looking statements as
defined in the Private Securities Litigation Reform Act of 1995.  In receiving
and reviewing such information, it should be kept in mind that forward-looking 
statements are subject to certain risks and uncertainties which could cause
actual results to differ materially from those discussed or projected. 
Factors which create these risks and uncertainties can be either internal to
the Company or related to general external market conditions.

                                    -3-
<PAGE>

                       INTERSTATE BAKERIES CORPORATION
                          CONSOLIDATED BALANCE SHEET
                                  (UNAUDITED)
                                                            (000's)
                                                   March 6,         May 30, 
                                                     1999            1998
                                                 ------------    ------------
Assets
  Current assets:
   Accounts receivable, less allowance
    for doubtful accounts of $4,437,000
    ($4,106,000 at May 30)                        $  212,185      $  198,644
   Inventories                                        66,904          66,427
   Other current assets                               63,106          69,387
                                                  ----------      ----------
        Total current assets                         342,195         334,458
                                                  ----------      ----------
  Property and equipment:
     Land and buildings                              378,691         343,339
     Machinery and equipment                         934,748         849,671
                                                  ----------      ----------
                                                   1,313,439       1,193,010
     Less accumulated depreciation                  (409,992)       (344,130)
                                                  ----------      ----------
        Net property and equipment                   903,447         848,880
                                                  ----------      ----------
  Intangibles                                        430,620         366,648
                                                  ----------      ----------
                                                  $1,676,262      $1,549,986
                                                  ==========      ==========
<PAGE>
Liabilities and Stockholders' Equity
  Current liabilities:
    Long-term debt payable within one year        $   25,000      $   25,000
    Accounts payable                                 117,726         146,852
    Accrued expenses                                 207,188         193,236
                                                  ----------      ----------
        Total current liabilities                    349,914         365,088
                                                  ----------      ----------
  Long-term debt                                     374,000         261,000
  Other liabilities                                  236,644         236,506
  Deferred income taxes                              122,237         122,237
                                                  ----------      ----------
        Total long-term liabilities                  732,881         619,743
                                                  ----------      ----------
  Stockholders' equity:
    Preferred stock, par value $.01 per share;
     authorized - 1,000,000 shares; issued - none          -               -
    Common stock, par value $.01 per share;
     authorized - 120,000,000 shares; issued -
     79,526,000 shares (79,126,000 at May 30)            795             791
    Additional paid-in capital                       545,314         539,359
    Retained earnings                                231,749         150,718
    Treasury stock, at cost - 8,595,000 shares
     (6,382,000 at May 30)                          (184,391)       (125,713)
                                                  ----------      ----------
        Total stockholders' equity                   593,467         565,155
                                                  ----------      ----------
                                                  $1,676,262      $1,549,986
                                                  ==========      ==========
                                
                    See accompanying notes.
                                    -4-        
<PAGE>

                                       INTERSTATE BAKERIES CORPORATION
                                       CONSOLIDATED STATEMENT OF INCOME
                                                 (UNAUDITED)
                                        (000'S EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
                                                   Sixteen Weeks Ended               Forty Weeks Ended
                                                --------------------------     ---------------------------- 
                                                  March 6,      March 7,         March 6,        March 7, 
                                                    1999          1998             1999            1998
                                                ------------  ------------     ------------    ------------

<S>                                              <C>            <C>             <C>             <C>
Net sales                                        $1,031,342     $964,778        $2,634,351      $2,482,664
                                                 ----------     --------        ----------      ----------
Cost of products sold                               488,976      457,054         1,250,136       1,171,339
Selling, delivery and administrative 
 expenses                                           454,295      419,984         1,130,244       1,059,527
Depreciation and amortization                        33,560       31,846            83,604          78,903
                                                 ----------     --------        ----------      ---------- 
                                                    976,831      908,884         2,463,984       2,309,769
                                                 ----------     --------        ----------      ----------
Operating income                                     54,511       55,894           170,367         172,895
                                                 ----------     --------        ----------      ----------
Other income                                           (152)        (291)             (391)           (469)
Interest expense                                      7,331        5,812            16,869          14,851
                                                 ----------     --------        ----------      ----------
                                                      7,179        5,521            16,478          14,382
                                                 ----------     --------        ----------      ----------
Income before income taxes                           47,332       50,373           153,889         158,513
Provision for income taxes                           17,749       20,502            57,708          64,515
                                                 ----------     --------        ----------      ----------
Net income                                       $   29,583     $ 29,871        $   96,181      $   93,998
                                                 ==========     ========        ==========      ==========

Earnings per share:
  Basic                                          $    .41       $    .41        $     1.34      $     1.28
                                                 ========       ========        ==========      ==========
  Diluted                                        $    .41       $    .40        $     1.32      $     1.25
                                                 ========       ========        ==========      ==========
</TABLE>

                                            See accompanying notes.
                                                     -5-
<PAGE>

                    INTERSTATE BAKERIES CORPORATION
                 CONSOLIDATED STATEMENT OF CASH FLOWS
                              (UNAUDITED)

                                                             (000's)
                                                        Forty Weeks Ended
                                                   --------------------------
                                                     March 6,      March 7,
                                                       1999          1998
                                                   ------------  ------------
Cash flows from operating activities:
  Net income                                         $ 96,181      $ 93,998
  Depreciation and amortization                        83,604        78,903
  Other                                                (1,280)       (6,880)
  Change in operating assets and liabilities:
    Accounts receivable                                (6,013)        7,503
    Inventories                                         1,900         1,038
    Other current assets                                6,762        (6,398)
    Accounts payable and accrued expenses             (40,568)      (10,827)
                                                     --------      --------
        Cash from operating activities                140,586       157,337
                                                     --------      --------

Cash flows from investing activities:
  Acquisitions                                       (106,566)      (43,671)
  Additions to property and equipment                 (85,041)      (64,092)
  Sale of assets                                        7,270         3,165
  Other                                                  (521)         (264)
                                                     --------      --------
        Cash from investing activities               (184,858)     (104,862)
                                                     --------      --------

Cash flows from financing activities:
  Addition to long-term debt                          200,000        23,000
  Reduction of long-term debt                         (87,000)            -
  Common stock dividends paid                         (15,150)      (15,336)
  Stock option exercise proceeds and
   related tax benefits                                 5,959         5,194 
  Acquisition of treasury stock                       (58,678)      (65,333)
  Other                                                  (859)            -
                                                     --------      --------
        Cash from financing activities                 44,272       (52,475)
                                                     --------      --------
Change in cash and cash equivalents                         -             -

Cash and cash equivalents:
  Beginning of period                                       -             -
                                                     --------      --------
  End of period                                      $      -      $      -
                                                     ========      ========
Cash payments made:
  Interest                                           $ 15,566      $ 16,520
  Income taxes                                         49,974        71,812


                             See accompanying notes.
                                      -6-       
<PAGE>

                       INTERSTATE BAKERIES CORPORATION
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)


1.  Accounting Policies and Basis of Presentation
    ---------------------------------------------

The accompanying unaudited consolidated financial statements include all
adjustments, consisting only of normal recurring accruals, which, in the
opinion of management, are necessary for a fair presentation of financial
position, results of operations and cash flows.  Results of operations for
interim periods are not necessarily indicative of results to be expected for a
full year.

2.  Inventories
    -----------

The components of inventories are as follows:

                                                          (000's)
                                                -------------------------
                                                  March 6,       May 30,
                                                    1999          1998
                                                ------------   ----------

           Ingredients and packaging              $44,738        $43,534
           Finished goods                          15,798         16,996
           Other                                    6,368          5,897
                                                  -------        -------
                                                  $66,904        $66,427
                                                  =======        =======
3.  Income Taxes
    ------------

The reconciliation of the provision for income taxes to the statutory federal
rate is as follows:
                                                     Forty Weeks Ended
                                                ----------------------------
                                                  March 6,        March 7,
                                                    1999            1998
                                                ------------    ------------

           Statutory federal tax                    35.0%           35.0%
           State income tax                          2.7             4.8
           Intangibles amortization                  1.0             1.4
           Other                                    (1.2)            (.5)
                                                  ------          ------
                                                    37.5%           40.7%
                                                  ======          ======

4.  Earnings Per Share
    ------------------

During the third quarter of fiscal 1998, the Company adopted Statement of 


                                 -7-
<PAGE>

Financial Accounting Standards (SFAS) No. 128, "Earnings Per Share."  SFAS No.
128 replaced primary earnings per share with a dual presentation of basic and
diluted earnings per share.  Earnings per share amounts for prior periods have
been restated in accordance with this standard.  Following is a reconciliation
between basic and diluted weighted average shares outstanding used in the
Company's earnings per share computations (000's):


                                Sixteen Weeks Ended      Forty Weeks Ended
                               ---------------------   --------------------- 
                               March 6,     March 7,   March 6,     March 7, 
                                 1999         1998       1999         1998
                               --------     --------   --------     --------
Basic weighted average
 common shares outstanding      71,468       73,349     72,002       73,665

Effect of dilutive stock
 compensation                      703        1,418        933        1,389
                               --------     --------   --------     --------
Dilutive weighted average
 common shares outstanding      72,171       74,767     72,935       75,054
                               ========     ========   ========     ========


5.  Acquisition
    -----------

On August 16, 1998, the Company acquired the assets of the Drake baking
operation in Wayne, New Jersey ("Drake's").  Drake's employs over 800 people,
sells cake product throughout the northeastern United States and has annual
sales of approximately $115 million.

On October 4, 1998, the Company acquired the My Bread Baking Co. ("My Bread")
operation in New Bedford, Massachusetts, in exchange for its Grand Junction,
Colorado bakery and an additional cash payment.  My Bread has annual sales of
$37 million and employs over 400 people.

Both transactions have been accounted for as purchases.  In addition, the My
Bread exchange included a noncash portion not reflected in investing
activities on the statement of cash flows amounting to $14,700,000.

6.  New Debt Agreement
    ------------------
    
On September 10, 1998, the Company entered into a 6.43% senior note agreement
for $200,000,000 with several major insurance companies.  The debt, which is
unsecured, has a maturity date of September 2005.  The note agreement contains
covenants, which a) limit the Company's ability to incur indebtedness, merge,
consolidate and sell assets, and b) require the Company to satisfy certain
ratios related to net worth and interest coverage.  These covenants are
comparable to those under the existing revolving credit facility.

The proceeds were used to repay a short-term bank facility and reduce
borrowings under the revolving credit facility.


                                   -8-
<PAGE>


                                    PART II



ITEM 6 - Exhibits and Reports on Form 8-K

     a)  Exhibits filed with this report

         1)   11 - Schedule regarding computation of per share earnings

         2)   27 - Financial data schedule



                                   -9-
<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.







                                              Interstate Bakeries Corporation
                                              -------------------------------
                                                      (Registrant)




DATE: April 12, 1999                          /s/ Charles A. Sullivan
                                              -------------------------------
                                              Charles A. Sullivan, Chairman
                                               and Chief Executive Officer




DATE: April 12, 1999                          /s/ John F. McKenny
                                              -------------------------------
                                              John F. McKenny, Vice President/
                                               Corporate Controller and
                                               Principal Accounting Officer

                                   -10-
<PAGE>