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 November 17, 2001

                                       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 November 17, 2001        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.)

<PAGE>
                                ---------------

     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 50,618,302 shares of common stock, $.01 par value per share,
outstanding on December 7, 2001.

<PAGE>


                      INTERSTATE BAKERIES CORPORATION
                                 FORM 10-Q
                       QUARTER ENDED NOVEMBER 17, 2001



CONTENTS
--------



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

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

   Consolidated Balance Sheet                                         1

   Consolidated Statement of Income                                   2

   Consolidated Statement of Cash Flows                               3

   Notes to Consolidated Financial Statements                       4-9

   Management's Discussion and Analysis of Financial
    Condition and Results of Operations                            10-12

   Quantitative and Qualitative Disclosures
    About Market Risk                                              12-13



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

   Legal Proceedings                                                  14

   Changes in Securities and Use of Proceeds                          14

   Defaults Upon Senior Securities                                    14

   Submission of Matters to a Vote of Security Holders             14-15

   Other Information                                                  15

   Exhibits and Reports on Form 8-K                                   15

   Signatures                                                         16

<PAGE>




                       INTERSTATE BAKERIES CORPORATION
                          CONSOLIDATED BALANCE SHEET
                                  (UNAUDITED)
                                                            (000's)
                                                 November 17,       June 2,
                                                     2001            2001
                                                 ------------     -----------
Assets
  Current assets:
    Accounts receivable, less allowance
     for doubtful accounts of $3,507,000
     ($4,069,000 at June 2)                       $  206,920      $  197,832
    Inventories                                       81,776          76,208
    Other current assets                              70,392          62,885
                                                  ----------      ----------
        Total current assets                         359,088         336,925
                                                  ----------      ----------
  Property and equipment:
    Land and buildings                               424,717         418,928
    Machinery and equipment                        1,053,036       1,038,323
                                                  ----------      ----------
                                                   1,477,753       1,457,251
    Less accumulated depreciation                   (621,654)       (582,941)
                                                  ----------      ----------
        Net property and equipment                   856,099         874,310
                                                  ----------      ----------
  Intangibles and other assets                       416,121         412,261
                                                  ----------      ----------
                                                  $1,631,308      $1,623,496
                                                  ==========      ==========
<PAGE>

Liabilities and Stockholders' Equity
  Current liabilities:
    Long-term debt payable within one year        $   38,750      $   29,063
    Accounts payable                                 131,909         123,872
    Accrued expenses                                 240,469         194,473
                                                  ----------      ----------
        Total current liabilities                    411,128         347,408
                                                  ----------      ----------
  Long-term debt                                     484,563         555,937
  Other liabilities                                  181,443         184,854
  Deferred income taxes                              142,492         142,492
                                                  ----------      ----------
        Total long-term liabilities                  808,498         883,283
                                                  ----------      ----------
  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 -
     80,113,000 shares (79,851,000 at June 2)            801             799
    Additional paid-in capital                       556,042         551,963
    Retained earnings                                397,067         373,087
    Treasury stock, at cost - 29,503,000 shares
     (29,495,000 at June 2)                         (533,215)       (533,044)
    Accumulated other comprehensive loss              (9,013)              -
                                                  ----------      ----------
        Total stockholders' equity                   411,682         392,805
                                                  ----------      ----------
                                                  $1,631,308      $1,623,496
                                                  ==========      ==========
                           See accompanying notes.
                                    - 1 -

<PAGE>


                                        INTERSTATE BAKERIES CORPORATION
                                       CONSOLIDATED STATEMENT OF INCOME
                                                 (UNAUDITED)
                                        (000'S EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>

                                                    Twelve Weeks Ended           Twenty-Four Weeks Ended
                                                --------------------------     ----------------------------
                                                November 17,  November 18,     November 17,    November 18,
                                                    2001          2000             2001            2000
                                                ------------  ------------     ------------    ------------

                                               <c>           <c>             <c>             <c>
Net sales                                         $829,330      $816,321        $1,658,040      $1,634,487
                                                  --------      --------        ----------      ----------
Cost of products sold                              394,158       391,859           781,901         776,079
Selling, delivery and administrative
 expenses                                          371,352       366,207           739,076         724,531
Other charges                                            -             -            25,700               -
Depreciation and amortization                       22,180        25,579            44,471          51,095
                                                  --------      --------        ----------      ----------
                                                   787,690       783,645         1,591,148       1,551,705
                                                  --------      --------        ----------      ----------
Operating income                                    41,640        32,676            66,892          82,782
                                                  --------      --------        ----------      ----------
Other income                                           (86)         (129)             (250)           (318)
Interest expense                                     8,104        13,434            18,017          20,155
                                                  --------      --------        ----------      ----------
                                                     8,018        13,305            17,767          19,837
                                                  --------      --------        ----------      ----------
Income before income taxes                          33,622        19,371            49,125          62,945
Provision for income taxes                          12,373         7,985            18,078          24,674
                                                  --------      --------        ----------      ----------
Net income                                        $ 21,249      $ 11,386        $   31,047      $   38,271
                                                  ========      ========        ==========      ==========

Earnings per share:
  Basic                                           $    .42      $    .22        $      .61      $      .66
                                                  ========      ========        ==========      ==========
  Diluted                                         $    .41      $    .22        $      .60      $      .65
                                                  ========      ========        ==========      ==========
</TABLE>


                                          See accompanying notes.
                                                   -2-
<PAGE>


                    INTERSTATE BAKERIES CORPORATION
                 CONSOLIDATED STATEMENT OF CASH FLOWS
                              (UNAUDITED)

                                                            (000's)
                                                    Twenty-Four Weeks Ended
                                                   --------------------------
                                                   November 17,  November 18,
                                                       2001          2000
                                                   ------------  ------------
Cash flows from operating activities:
  Net income                                         $ 31,047      $ 38,271
  Depreciation and amortization                        44,471        51,095
  Other                                                 6,621        (4,477)
  Change in operating assets and liabilities:
    Accounts receivable                                (9,088)        1,128
    Inventories                                        (5,568)       (2,432)
    Other current assets                               (7,507)        1,733
    Accounts payable and accrued expenses              45,048        32,756
                                                     --------      --------
        Cash from operating activities                105,024       118,074
                                                     --------      --------

Cash flows from investing activities:
  Additions to property and equipment                 (33,754)      (44,442)
  Sale of assets                                          891           795
  Other                                                  (354)          (54)
                                                     --------      --------
        Cash from investing activities                (33,217)      (43,701)
                                                     --------      --------

Cash flows from financing activities:
  Reduction of long-term debt                        (616,687)     (425,000)
  Addition to notes payable                                 -       360,000
  Addition to long-term debt                          555,000       250,000
  Acquisition of treasury stock                          (171)     (244,444)
  Common stock dividends paid                          (7,067)       (8,140)
  Stock option exercise proceeds                        4,081            22
  Debt fees incurred and other                         (6,963)       (6,811)
                                                     --------      --------
        Cash from financing activities                (71,807)      (74,373)
                                                     --------      --------
Change in cash and cash equivalents                         -             -

Cash and cash equivalents:
  Beginning of period                                       -             -
                                                     --------      --------
  End of period                                      $      -      $      -
                                                     ========      ========
Cash payments made:
  Interest                                           $ 14,206      $ 14,944
  Income taxes                                         27,270        15,431


                             See accompanying notes.
                                      - 3 -
<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 (except for
the accruals for other charges discussed in Note 6), 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.

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period.  Actual results could differ from those
estimates.

Certain reclassifications have been made to the Company's fiscal 2001
consolidated financial statements to conform to the fiscal 2002
presentation.


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

The components of inventories are as follows:


                                                        (000's)
                                                ------------------------
                                                November 17,     June 2,
                                                    2001          2001
                                                ------------   ---------

           Ingredients and packaging               $49,258       $46,846
           Finished goods                           24,926        23,002
           Other                                     7,592         6,360
                                                   -------       -------
                                                   $81,776       $76,208
                                                   =======       =======


                                    - 4 -
<PAGE>

3.  Income Taxes
    ------------

The reconciliation of the provision for income taxes to the statutory
federal rate is as follows:
                                              Twenty-Four Weeks Ended
                                            ----------------------------
                                            November 17,    November 18,
                                                2001            2000
                                            ------------    ------------

       Statutory federal tax                    35.0%           35.0%
       State income tax                          2.0             2.3
       Intangibles amortization                    -             2.3
       Other                                     (.2)            (.4)
                                                ----            ----
                                                36.8%           39.2%
                                                ====            ====

The provision for income taxes for the current quarter of both fiscal
years includes any adjustments for revisions of the projected annual
effective tax rate.

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

Following is a reconciliation between basic and diluted weighted average
shares outstanding used in the Company's earnings per share
computations:

                                        (000's)

                       Twelve Weeks Ended      Twenty-Four Weeks Ended
                  --------------------------  --------------------------
                  November 17,  November 18,  November 17,  November 18,
                     2001          2000          2001          2000
                  ------------  ------------  ------------  ------------
Basic weighted
 average common
 shares
 outstanding          50,745       51,207        50,671        58,253

Effect of dilutive
 stock compensation    1,288          201         1,081           220
                      ------       ------        ------        ------
Dilutive weighted
 average common
 shares outstanding   52,033       51,408        51,752        58,473
                      ======       ======        ======        ======

                                    - 5 -

<PAGE>

5.  Contingencies
    -------------

In July 2000, a jury in California awarded compensatory damages totaling
approximately $10,800,000 against the Company and in favor of 18
plaintiffs who alleged various forms of racial discrimination at the
Company's San Francisco bakery.  The court subsequently reduced these
compensatory damages to approximately $5,800,000.  In August 2000, the
jury also awarded punitive damages totaling approximately $121,000,000.
During October 2000, the court further reduced the compensatory damages
to $3,000,000 and the punitive award to $24,300,000.  In February 2001,
the court also awarded $2,000,000 in attorneys' fees to the plaintiffs.

During September 2001, the Company settled, through mediation, all
claims under this lawsuit.  During the first quarter of fiscal 2002, the
Company recorded adequate reserves to cover all settlement amounts
payable.


6.  Other Charges
    -------------

During the first quarter of fiscal 2002, the Company incurred other
charges of $25,700,000, representing costs related to the closure of the
Company's Detroit bakery, as well as settlement of the lawsuit described
in Note 5.


7.  Derivative Instruments
    ----------------------

On June 3, 2001, the Company implemented, on a prospective basis,
Statement of Financial Accounting Standards (SFAS) No. 133,
"Accounting for Derivative Instruments and Hedging Activities," as well
as later amendments to this standard, SFAS No. 137 and SFAS No. 138
(collectively, "SFAS No. 133").

The new rules require that all derivative instruments be recognized as
assets or liabilities on the consolidated balance sheet at fair value.
Changes in the fair value of derivatives are to be recorded each period
in earnings or other comprehensive income/loss ("OCI"), depending on
whether the derivative is designated and is effective as a hedged
transaction, the type of hedging transaction and whether the Company
elects to use hedge accounting.  Changes in the fair value of derivative
instruments recorded to OCI are reclassified to earnings in the period
affected by the underlying hedged item.  Any portion of the change in
fair value of a derivative instrument determined to be ineffective under
the rules is recognized in current earnings.  The transition adjustment
recognized by the Company in fiscal 2002 for the adoption of these new
rules was not material to the Company's financial position or net
income.


                                    - 6 -

<PAGE>

The Company uses derivative instruments, principally commodity
derivatives and interest rate swap agreements, to manage certain
commodity price and interest rate risk.  All financial instruments are
used solely for hedging purposes and are not issued or held for
speculative reasons.

The Company utilizes commodity hedging derivatives, generally futures
and options on wheat, corn and soybean oil, to reduce its exposure to
commodity price movements for future raw material needs.  The terms of
such instruments, and the hedging transactions to which they relate,
generally do not exceed one year.

The Company has from time-to-time entered into interest rate swap
agreements with major banks and institutional lenders to manage the
balance of variable versus fixed-rate debt based upon current and
anticipated future market conditions.  The differential to be paid or
received is recognized over the term of the swap agreements as a
component of interest expense.  The Company's current interest rate swap
agreements, which were entered into in July 2001 and have terms from one
to three years, qualify for cash flow hedge accounting treatment and
have had no ineffectiveness as defined by SFAS No. 133.  No
ineffectiveness is expected on these swap transactions in future periods
and therefore, all changes in fair value of the swap agreements are
expected to be recorded to OCI on a quarterly basis.

The Company generally applies hedge accounting as allowed by SFAS No.
133.  However, the Company may from time-to-time enter into derivatives
which economically hedge certain of its risks even though hedge
treatment is not allowed under SFAS No. 133.  Hedge accounting is only
applied when the derivative is deemed to be effective, as defined in the
standard, at offsetting changes in anticipated cash flows of the hedged
item or transaction.  Any impact on earnings for hedges is recorded in
the Consolidated Statement of Income, generally on the same line item as
the gain or loss on the item being hedged.

At November 17, 2001, the Company had a loss of $16,263,000, or
$10,278,000 net of tax, on its interest rate and commodity derivatives
of which $14,261,000, or $9,013,000 net of tax, was recorded in OCI and
$2,002,000, or $1,265,000 net of tax, was recorded in net income.  For
the current quarter, the loss in OCI was increased by $10,927,000, or
$6,906,000 net of tax, for the change in fair value of the Company's
interest rate and commodity derivatives.  No derivative-related OCI was
reclassified to earnings for the quarter and year-to-date periods ended
November 17, 2001.

Of the net-of-tax loss recorded in OCI at November 17, 2001,
approximately $8,244,000 is expected to be reflected in net income over
the next twelve months.


                                    - 7 -

<PAGE>

8.  Goodwill and Other Intangibles
    ------------------------------

On June 3, 2001, the Company adopted, on a prospective basis, SFAS No.
142, "Goodwill and Other Intangible Assets,"  which eliminated the
amortization of purchased goodwill and other intangibles with indefinite
useful lives.  Upon adoption of SFAS No. 142, the Company performed an
impairment test of its goodwill and determined that no impairment of the
recorded goodwill existed.  Under SFAS No. 142, goodwill will be tested
for impairment at least annually and more frequently if an event occurs
which indicates the goodwill may be impaired.

Included in intangibles and other assets on the Company's consolidated
balance sheet as of the end of the second quarter, November 17, 2001,
and as of the latest fiscal year end, June 2, 2001, are the following
acquired intangible assets:

                                             (000's)

                             November 17, 2001         June 2, 2001
                          ----------------------  ----------------------

                                    Accumulated             Accumulated
                            Cost    Amortization    Cost    Amortization
                          --------  ------------  --------  ------------

Goodwill                  $314,699    $(99,358)   $314,699    $(99,358)
                          ========    =========   ========    =========
Intangibles with
 indefinite lives
 (generally trademarks
 and tradenames)          $197,456    $(21,713)   $197,456    $(21,713)
                          ========    =========   ========    =========
Intangibles with
 finite lives             $ 19,973    $ (5,968)   $ 19,620    $ (5,236)
                          ========    =========   ========    =========

Intangible amortization expense for the quarter and twenty-four weeks
ended November 17, 2001 was $364,000 and $732,000, respectively, and is
estimated to be $1,600,000 for fiscal 2002.  Estimated intangible
amortization expense for each of the subsequent four fiscal years is
estimated at $1,100,000 to $1,400,000.

The following pro forma information reconciles the net income and
earnings per share reported for the twelve and twenty-four week periods
ended November 18, 2000 to adjusted net income and earnings per share
which reflect the application of SFAS No. 142 and compares the adjusted
information to the current year results:



                                    - 8 -

<PAGE>

                             (000's, except per share data)

                      Twelve Weeks Ended       Twenty-Four Weeks Ended
                  --------------------------  --------------------------
                  November 17,  November 18,  November 17,  November 18,
                     2001          2000          2001          2000
                  ------------  ------------  ------------  ------------

Net income, as
 reported           $21,249       $11,386       $31,047       $38,271
Trademark and
 tradename
 amortization             -           719             -         1,446
Goodwill
 amortization             -         1,707             -         3,415
                    -------       -------        ------       -------
Net income, as
 adjusted           $21,249       $13,812       $31,407       $43,132
                    =======       =======       =======       =======

Basic earnings
 per share, as
 reported           $   .42       $   .22       $   .61       $   .66
Trademark and
 tradename
 amortization             -           .01             -           .02
Goodwill
 amortization             -           .03             -           .06
                    -------       -------       -------       -------
Basic earnings
 per share, as
 adjusted           $   .42       $   .26       $   .61       $   .74
                    =======       =======       =======       =======

Diluted earnings
 per share, as
 reported           $   .41       $   .22       $   .60       $   .65
Trademark and
 tradename
 amortization             -           .01             -           .02
Goodwill
 amortization             -           .03             -           .06
                    -------       -------       -------       -------

Diluted earnings
 per share, as
 adjusted           $   .41       $   .26       $   .60       $   .73
                    =======       =======       =======       =======


                                    - 9 -
<PAGE>

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



RESULTS OF OPERATIONS
---------------------

Net sales for the second quarter of fiscal 2002, the twelve weeks ended
November 17, 2001, were $829,330,000, up $13,009,000 and 1.6%, from net
sales of $816,321,000 in the prior year.  Year-to-date net sales for
fiscal 2002 were $1,658,040,000, an increase of $23,553,000 and 1.4%,
over net sales of $1,634,487,000 for fiscal 2001.  These increases were
primarily attributable to higher selling prices, partially offset by
unit volume declines.

Gross profit was 52.5% of net sales for the second quarter of fiscal
2002, bettering the 52.0% of net sales in the prior year.  Year-to-date
gross profit was 52.8% of net sales compared to the prior year's 52.5%.
These quarterly and year-to-date improvements in gross profit as a
percentage of net sales reflect the savings from producing less product
that was previously returned as unsold, as well as the impact of higher
selling prices and operational efficiencies.  These positive trends were
somewhat offset by slightly higher ingredient costs, inflationary labor
and labor-related cost increases and on a year-to-date basis only,
higher utility costs.  The need to produce less product is a result of
the Company's new extended shelf life products which have led to the
reduction in products returned.

Selling, delivery and administrative expenses increased 1.4% to
$371,352,000 from $366,207,000 for the second quarter of fiscal 2002 and
were up 2.0% to $739,076,000 from $724,531,000 on a year-to-date basis.
Selling, delivery and administrative expenses as a percentage of net
sales were 44.8% and 44.6% for fiscal 2002's second quarter and year-to-
date, respectively, compared to 44.9% and 44.3%, respectively, in fiscal
2001.  These variances reflect inflationary labor and labor-related
costs increases measured against a lower net sales percentage increase,
offset by lower fuel costs for the quarter, as well as a reduced number
of delivery routes as a result of our extended shelf life products.

Other charges amounting to $25,700,000 in year-to-date fiscal 2002
relate to the closure of the Company's Detroit cake bakery and the
settlement, through mediation, of the Company's San Francisco,
California racial discrimination lawsuit.

Depreciation and amortization for the second quarter of fiscal 2002 was
$22,180,000, a $3,399,000 decrease from the prior year's expense, while
year-to-date depreciation and amortization was $44,471,000, down



                                    - 10 -

<PAGE>

$6,624,000 from the prior year.  The primary reason for these decreases
was the Company's implementation on June 3, 2001 of Statement of
Financial Accounting Standard ("SFAS") No. 142, "Goodwill and Other
Intangible Assets," which eliminated the amortization of purchased
goodwill and other intangibles with indefinite useful lives.  See Note 8
to the Company's consolidated financial statements regarding the impact
of this accounting change.

Based upon these factors, operating income for the second quarter of
fiscal 2002 was $41,640,000, or 5.0% of net sales, compared to the prior
year's $32,676,000, or 4.0% of net sales.  Year-to-date operating income
for fiscal 2002 was $66,892,000, or 4.0% of net sales, compared to
$82,782,000, or 5.1% of net sales, for fiscal 2001.  Before other
charges, year-to-date operating income in fiscal 2002 was $92,592,000,
or 5.6% of net sales.

Interest expense for the second quarter of fiscal 2002 was $8,104,000,
down $5,330,000 and 39.7% from the prior year's $13,434,000. Year-to-
date interest expense was also down, $18,017,000 in fiscal 2002 compared
to $20,155,000 the prior year.  These decreases reflect generally lower
borrowing levels and lower interest rates.  The interest expense
improvement is more significant for the quarter than on a year-to-date
basis as the Company borrowed approximately $244,000,000 during the
prior year, in August 2000.

The effective tax rates of 36.8% and 39.2% for fiscal 2002 and 2001,
respectively, approximate the overall federal and state statutory rates,
with the fiscal 2001 rate including 2.3% related to nondeductible
intangibles amortization.  These intangibles were not amortized in
fiscal 2002 due to the Company's implementation of SFAS No. 142
described above.

Net income for the second quarter of fiscal 2002 was $21,249,000, or
$.41 per diluted share, up from $11,386,000, or $.22 per diluted share,
for the prior year.  On a year-to-date basis, net income was
$31,047,000, or $.60 per diluted share, compared to $38,271,000, or $.65
per diluted share, during fiscal 2001.  The second quarter fiscal 2002
results per diluted share were increased by approximately $.05 due to
the Company's implementation of SFAS No. 142 and reduced by
approximately $.01 due to the Company's implementation of SFAS No. 133
related to the accounting for commodity hedging derivatives.  Year-to-
date fiscal 2002 earnings per diluted share were reduced by $.31 due to
the other charges detailed above, increased by $.10 due to the SFAS No.
142 implementation and reduced by $.02 due to the SFAS No. 133
implementation.


                                    - 11 -

<PAGE>

CAPITAL RESOURCES AND LIQUIDITY
-------------------------------

Cash generated by operating activities for the twenty-four weeks ended
November 17, 2001 was $105,024,000, down from the $118,074,000 generated
in the prior year.  This decrease reflects unfavorable working capital
variances, along with lower net income.  Cash generated by operations
was used to fund net capital expenditures of $32,863,000, pay common
stock dividends of $7,067,000 and reduce debt outstanding by a net
$61,687,000.

As noted in the Company's Annual Report on Form 10-K for the year ended
June 2, 2001, the Company expects its cash needs for fiscal 2002 to be
funded by ongoing operations, as well as a new $800,000,000 senior
credit facilities agreement entered into by the Company on July 19,
2001.  This new debt was used to repay all previous outstanding debt of
the Company.  Outstanding debt at November 17, 2001 was $523,313,000.


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.


QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
----------------------------------------------------------

The Company is exposed to market risks relative to commodity price
fluctuations and interest rate changes.  The Company actively manages
these risks through the use of derivative financial instruments.  As a
matter of policy, the Company uses these financial instruments only for
hedging purposes, and the use of derivatives for trading and speculative
purposes is prohibited.

Commodity Prices

Commodities used by the Company in the production of its products are
subject to wide price fluctuations, depending upon factors such as
weather, worldwide market supply and demand and government regulation.
To reduce the risk associated with commodity price fluctuations,



                                    - 12 -

<PAGE>

primarily wheat, corn, soybean oil and certain fuels, the Company enters
into commodity futures, options and forward purchase contracts, fixing
commodity prices for future periods.  A sensitivity analysis was
prepared and based upon the Company's commodity-related derivatives
position as of November 17, 2001, an assumed 10% adverse change in
commodity prices would not result in a material effect on fair values,
future earnings or cash flows of the Company.

Interest Rates

The Company manages its exposure to interest rate risk through the use
of a combination of floating and fixed rate debt.   In addition, from
time-to-time, the Company has entered into interest rate swap agreements
to fix rates on variable rate debt instruments.  In conjunction with a
debt refinancing on July 19, 2001, the Company entered into interest
rate swap agreements resulting in fixed interest rates on $400,000,000
from 5.74% to 6.81% with termination dates ranging from July 2002 to
July 2004.  Based upon a sensitivity analysis at November 17, 2001, an
assumed 10% adverse change in interest rates would not result in a
material impact on fair values, future earnings or cash flows of the
Company.

                                    - 13 -

<PAGE>

                                  PART II


ITEM 1 - Legal Proceedings

     On September 24, 2001, the Company settled, through mediation, all
claims related to plaintiffs who alleged various forms of racial
discrimination at the Company's San Francisco bakery in the case of
Theodis Carroll, Jr., et al. and Scott Bryant, et al., v. Interstate
Brands Corporation, et al., originally filed June 11, 1998, in the
Superior Court of California for the County of San Francisco, and
appealed to the Court of Appeal, First Appellate District, of the State
of California.  The terms of the settlement were not disclosed pursuant
to a confidentiality agreement between the Company and such plaintiffs.
The Company recorded adequate reserves to cover all settlement amounts
payable during its first quarter ended August 25, 2001.  See also Note
5, entitled "Contingencies," of the Notes to Consolidated Financial
Statements included in Part I of this report.

ITEM 2 - Changes in Securities and Use of Proceeds

     None

ITEM 3 - Defaults upon Senior Securities

     None

ITEM 4 - Submission of Matters to a Vote of Security Holders

     The Company's annual meeting of stockholders was held in Kansas
City, Missouri, on September 25, 2001.  45,732,391 shares of Common
Stock, 90.7% of outstanding shares, were represented in person or by
proxy.

The following three Class II Directors were elected to a three-year term
expiring in 2004:

                                  Number of Shares Voted
                                  ----------------------
Name                                 For        Withheld
-------------------               ----------    --------
Michael J. Anderson               45,227,896     504,495
Robert B. Calhoun                 45,225,713     506,678
Frank E. Horton                   45,221,507     510,884

The proposal to amend the Company's 1996 Stock Incentive Plan to
increase the number of authorized shares of the Company reserved for
issuance thereunder from 13,683,000 to 18,683,000 was approved:
23,057,713 shares voted in favor; 16,595,911 shares voted against and
172,404 shares abstained (including broker non-votes).


                                    - 14 -

<PAGE>

The selection of Deloitte & Touche LLP as independent auditors was
approved:  45,257,607 shares voted in favor; 447,585 shares voted
against and 27,199 shares abstained (including broker non-votes).

ITEM 5 - Other Information

     None

ITEM 6 - Exhibits and Reports on Form 8-K

     a)  Exhibits filed with this report:

         None

     b)  Reports on Form 8-K

         None


                                 - 15 -

<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: December 14, 2001                  /s/ Charles A. Sullivan
                                         -------------------------------
                                         Charles A. Sullivan, Chairman
                                         and Chief Executive Officer




DATE: December 14, 2001                  /s/ Frank W. Coffey
                                         -------------------------------
                                         Frank W. Coffey, Senior Vice
                                         President and Chief Financial
                                         Officer


                                   - 16 -
<PAGE>