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 10, 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 March 10, 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.)

                               ---------------

     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 50,356,222 shares of common stock, $.01 par value per share,
outstanding on April 6, 2001.
<PAGE>

                      INTERSTATE BAKERIES CORPORATION
                                 FORM 10-Q
                        QUARTER ENDED MARCH 10, 2001



CONTENTS
--------



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

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

   Management's Discussion and Analysis of Financial
    Condition and Results of Operations                              1-2

   Quantitative and Qualitative Disclosures
    About Market Risk                                                 3

   Consolidated Balance Sheet                                         4

   Consolidated Statement of Income                                   5

   Consolidated Statement of Cash Flows                               6

   Notes to Consolidated Financial Statements                        7-9



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                                   10

   Signatures                                                         11
<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 2001, the sixteen weeks ended March
10, 2001, were $1,038,969,000, up $3,360,000 and .3%, from net sales of
$1,035,609,000 in the prior year.  Year-to-date net sales for fiscal 2001 were
$2,676,476,000, an increase of $20,794,000 and .8% over net sales of
$2,655,682,000 in fiscal 2000.  These increases were attributable to higher
selling prices, as unit volumes have declined.

Gross profit was 52.6% of net sales for the third quarter of fiscal 2001, up
from 52.2% of net sales in the third quarter of the prior year.  Year-to-date
gross profit was 52.6% of net sales, compared to fiscal 2000's 52.8% of net
sales.  For the quarter, the margin improvement reflects the impact of higher
selling prices, offset somewhat by substantially higher energy costs,
resulting in higher utility and packaging expenses, as well as higher labor-
related costs.  The year-to-date decline in gross profit as a percentage of
net sales reflects the impact of higher energy and labor-related costs, only
partially offset by selling price increases instituted during the year.

Selling, delivery and administrative expenses increased $18,936,000, or 4.1%,
for the third quarter of fiscal 2001 and $46,368,000, or 4.0%, on a year-to-
date basis.  Selling, delivery and administrative expenses as a percentage of
net sales were 46.5% for the third quarter of fiscal 2001 compared to 44.9%
for the third quarter of fiscal 2000, while the year-to-date percentage
increased to 45.2% from 43.9% in the prior year.  These unfavorable variances
reflect inflationary labor and labor-related cost increases, as well as higher
utility and fuel costs, measured against essentially flat net sales.

Based upon these factors, operating income for the third quarter of fiscal
2001 was $28,989,000, or 2.8% of net sales, down $12,347,000 from the prior
year's $41,336,000, or 4.0% of net sales.  Year-to-date operating income for
fiscal 2001 was $111,771,000, or 4.2% of net sales, down $38,507,000 from
$150,278,000, or 5.7% of net sales, in the prior year.

Interest expense for the third quarter of fiscal 2001 was $16,363,000 compared
to $8,784,000 in the prior year, while year-to-date interest expense was
$36,518,000, an increase from the prior year's $20,085,000.  These substantial
increases reflect higher borrowing levels resulting from the Company's
repurchase of over 15,000,000 shares of treasury stock during fiscal 2001, as
well as higher overall interest rates experienced in the current year.

The effective tax rates of 39.2% and 37.5% for fiscal 2001 and 2000,
respectively, approximate the overall federal and state statutory rates.

                                   -1-
<PAGE>

Net income for the third quarter of fiscal 2001 was $7,747,000, or $.15 per
diluted share, compared to $20,417,000, or $.30 per diluted share, in fiscal
2000.  On a year-to-date basis, net income was $46,018,000, or $.83 per
diluted share, compared to $81,581,000, or $1.18 per diluted share, in the
prior year.



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

Cash generated by operating activities for the forty weeks ended March 10,
2001 was $156,618,000, up from $131,500,000 generated in the prior year with
this increase reflecting favorable working capital variances, partially offset
by lower net income.  Cash generated by operations, along with additional net
borrowings described below of $176,000,000, was used to fund net capital
expenditures of $68,640,000, pay common stock dividends of $11,664,000 and
repurchase common stock of $244,950,000.

As noted in the Company's Annual Report on Form 10-K for the year ended June
3, 2000, in July 2000 the Company agreed to repurchase 15,498,000 shares of
its common stock from Ralston Purina Company ("RPC") at market rates.
During the first quarter of fiscal 2001, on August 1, 2000, the Company
repurchased 2,551,020 of these shares for approximately $40,000,000.  During
the second quarter, on August 31, 2000, the remaining 12,946,980 shares were
repurchased for approximately $204,000,000.  On the same date, in order to
finance the purchase of these shares, as well as repay all its outstanding
senior notes, the Company entered into a new unsecured $610,000,000 364-day
bank term loan and amended its existing revolving credit agreement.  Both the
new 364-day bank term loan, with $575,000,000 outstanding at March 10, 2001,
and the Company's revolving credit facility, with $15,000,000 outstanding at
March 10, 2001, are expected to be refinanced on a long-term basis prior to
their August 2001 and February 2002 maturities, respectively.  At March 10,
2001, this debt is classified in the consolidated financial statements as
current notes payable and long-term debt payable within one year,
respectively.

The Company expects its cash needs for fiscal 2001 to be funded by ongoing
operations, as well as the debt issuances described above.


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.

                                   -2-
<PAGE>

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, primarily for wheat, the Company
enters into commodity futures and options contracts, fixing commodity prices
for future periods.  A sensitivity analysis was prepared and based upon the
Company's commodity-related position as of March 10, 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 from time to time manages its exposure to interest rate risk using
floating and fixed rate debt, as well as interest rate swap agreements to fix
rates on variable-rate debt instruments.  As of March 10, 2001, the Company
had no fixed-rate debt or swap agreements outstanding.  Interest rates on
$575,000,000 of the floating-rate debt are set through May 2001.  Based upon
the Company's sensitivity analysis at March 10, 2001, an assumed 10% adverse
change in interest rates would not have a material impact on fair values,
future earnings or cash flows of the Company.

                                    -3-
<PAGE>

                       INTERSTATE BAKERIES CORPORATION
                          CONSOLIDATED BALANCE SHEET
                                  (UNAUDITED)
                                                            (000's)
                                                   March 10,        June 3,
                                                     2001            2000
                                                 ------------    ------------
Assets
  Current assets:
    Accounts receivable, less allowance
     for doubtful accounts of $4,036,000
     ($4,638,000 at June 3)                       $  195,814      $  204,660
    Inventories                                       76,230          78,840
    Other current assets                              55,276          57,647
                                                  ----------      ----------
        Total current assets                         327,320         341,147
                                                  ----------      ----------
  Property and equipment:
    Land and buildings                               415,438         397,923
    Machinery and equipment                        1,029,745         989,704
                                                  ----------      ----------
                                                   1,445,183       1,387,627
    Less accumulated depreciation                   (565,683)       (501,549)
                                                  ----------      ----------
        Net property and equipment                   879,500         886,078
                                                  ----------      ----------
  Intangibles                                        417,021         424,700
                                                  ----------      ----------
                                                  $1,623,841      $1,651,925
                                                  ==========      ==========
<PAGE>

Liabilities and Stockholders' Equity
  Current liabilities:
    Notes payable                                 $  575,000      $        -
    Long-term debt payable within one year            15,000          29,000
    Accounts payable                                 117,376         123,461
    Accrued expenses                                 201,699         177,996
                                                  ----------      ----------
        Total current liabilities                    909,075         330,457
                                                  ----------      ----------
  Long-term debt                                           -         385,000
  Other liabilities                                  201,773         212,981
  Deferred income taxes                              131,810         131,810
                                                  ----------      ----------
        Total long-term liabilities                  333,583         729,791
                                                  ----------      ----------
  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 -
     79,851,000 shares (79,837,000 at June 3)            799             798
    Additional paid-in capital                       551,920         551,819
    Retained earnings                                361,505         327,151
    Treasury stock, at cost - 29,495,000 shares
     (13,948,000 at June 3)                         (533,041)       (288,091)
                                                  ----------      ----------
        Total stockholders' equity                   381,183         591,677
                                                  ----------      ----------
                                                  $1,623,841      $1,651,925
                                                  ==========      ==========
                           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 10,      March 4,        March 10,       March 4,
                                                    2001           2000            2001            2000
                                                ------------  ------------     ------------    ------------
<S>                                              <C>           <C>              <C>             <C>
Net sales                                        $1,038,969    $1,035,609       $2,676,476      $2,655,682
                                                 ----------    ----------       ----------      ----------
Cost of products sold                               492,207       494,886        1,268,286       1,254,563
Selling, delivery and administrative
 expenses                                           483,470       464,534        1,211,021       1,164,653
Depreciation and amortization                        34,303        34,853           85,398          86,188
                                                 ----------    ----------       ----------      ----------
                                                  1,009,980       994,273        2,564,705       2,505,404
                                                 ----------    ----------       ----------      ----------
Operating income                                     28,989        41,336          111,771         150,278
                                                 ----------    ----------       ----------      ----------
Other income                                           (117)         (115)            (435)           (337)
Interest expense                                     16,363         8,784           36,518          20,085
                                                 ----------    ----------       ----------      ----------
                                                     16,246         8,669           36,083          19,748
                                                 ----------    ----------       ----------      ----------
Income before income taxes                           12,743        32,667           75,688         130,530
Provision for income taxes                            4,996        12,250           29,670          48,949
                                                 ----------    ----------       ----------      ----------
Net income                                       $    7,747    $   20,417       $   46,018      $   81,581
                                                 ==========    ==========       ==========      ==========

Earnings per share:
  Basic                                          $      .15    $      .30       $      .83      $     1.19
                                                 ==========    ==========       ==========      ==========
  Diluted                                        $      .15    $      .30       $      .83      $     1.18
                                                 ==========    ==========       ==========      ==========
</TABLE>
                                            See accompanying notes.

                                                     -5-
<PAGE>
                    INTERSTATE BAKERIES CORPORATION
                 CONSOLIDATED STATEMENT OF CASH FLOWS
                              (UNAUDITED)

                                                             (000's)
                                                        Forty Weeks Ended
                                                   --------------------------
                                                     March 10,     March 4,
                                                       2001          2000
                                                   ------------  ------------
Cash flows from operating activities:
  Net income                                         $ 46,018     $  81,581
  Depreciation and amortization                        85,398        86,188
  Other                                                (6,310)      (12,262)
  Change in operating assets and liabilities:
    Accounts receivable                                 8,846           766
    Inventories                                         2,610        (4,881)
    Other current assets                                2,371        (1,207)
    Accounts payable and accrued expenses              17,685       (18,685)
                                                     --------     ---------
        Cash from operating activities                156,618       131,500
                                                     --------     ---------

Cash flows from investing activities:
  Acquisitions                                              -        (3,112)
  Additions to property and equipment                 (69,958)      (69,193)
  Sale of assets                                        1,318         1,174
  Other                                                  (164)       (5,196)
                                                     --------     ---------
        Cash from investing activities                (68,804)      (76,327)
                                                     --------     ---------

Cash flows from financing activities:
  Addition to notes payable                           610,000             -
  Addition to long-term debt                                -        65,000
  Reduction of notes payable                          (35,000)            -
  Reduction of long-term debt                        (399,000)      (25,000)
  Acquisition of treasury stock                      (244,950)      (82,717)
  Common stock dividends paid                         (11,664)      (14,424)
  Stock option exercise proceeds and
   related tax benefits                                   102         1,968
  Other                                                (7,302)            -
                                                     --------     ---------
        Cash from financing activities                (87,814)      (55,173)
                                                     --------     ---------
Change in cash and cash equivalents                         -             -

Cash and cash equivalents:
  Beginning of period                                       -             -
                                                     --------     ---------
  End of period                                      $      -     $       -
                                                     ========     =========
Cash payments made:
  Interest                                           $ 37,124     $  17,872
  Income taxes                                         19,748        46,788

                             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.

The preparation of financial statements in conformity with U.S. 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.

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

The components of inventories are as follows:

                                                          (000's)
                                                -------------------------
                                                 March 10,       June 3,
                                                   2001           2000
                                                ----------     ----------
           Ingredients and packaging              $47,361        $48,697
           Finished goods                          22,376         23,845
           Other                                    6,493          6,298
                                                  -------        -------
                                                  $76,230        $78,840
                                                  =======        =======
3.  Income Taxes
    ------------

The reconciliation of the provision for income taxes to the statutory federal
rate is as follows:
                                                     Forty Weeks Ended
                                                ----------------------------
                                                  March 10,       March 4,
                                                    2001            2000
                                                ------------    ------------
           Statutory federal tax                    35.0%           35.0%
           State income tax                          2.3             2.2
           Intangibles amortization                  2.3             1.2
           Other                                     (.4)            (.9)
                                                  ------          ------
                                                    39.2%           37.5%
                                                  ======          ======
                                   -7-
<PAGE>

The provision for income taxes for the current quarter of both fiscal years
includes any adjustments for revisions on 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)

                               ---------------------------------------------
                                Sixteen Weeks Ended      Forty Weeks Ended
                               ---------------------   ---------------------
                               March 10,    March 4,   March 10,    March 4,
                                 2001         2000       2001         2000
                               ---------    --------   ---------    --------
Basic weighted average
 common shares outstanding       50,561      67,239      55,176      68,831

Effect of dilutive stock
 compensation                       147         143         193         298
                                --------    --------    --------    --------
Dilutive weighted average
 common shares outstanding       50,708      67,382      55,369      69,129
                                ========    ========    ========    ========


5.  New Bank Term Loan
    ------------------

During the second quarter, on August 31, 2000, the Company repurchased
12,946,980 of its common shares from Ralston Purina Company ("RPC") for
approximately $204,000,000.  In order to finance this repurchase, as well as
repay $200,000,000 of outstanding senior notes, the Company entered into a new
unsecured $610,000,000 364-day bank term loan and amended its existing
revolving credit agreement.  The new term loan, with $575,000,000 outstanding
at March 10, 2001 classified herein as current notes payable, and the amended
revolving credit agreement, with $15,000,000 outstanding at March 10, 2001,
both bear interest at floating rates equal to LIBOR plus 1.50%, and include
mirror covenant provisions which, among other matters (i) limit the Company's
ability to incur indebtedness, merge, consolidate and acquire or sell assets,
(ii) require the Company to satisfy certain ratios related to net worth, debt-
to-capitalization and interest coverage and (iii) limit the payment of future
cash dividends on common stock and common stock repurchases, excluding the
August 2000 RPC common stock repurchases, to a total $100,000,000 plus 50% of
consolidated net income after fiscal year 2000.  Both the new 364-day bank
term loan and the revolving credit facility are expected to be refinanced on a
long-term basis prior to their August 2001 and February 2002 maturities,
respectively.

                                   -8-
<PAGE>

6.  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.  The Company intends to appeal these
verdicts.  Based upon the opinion of outside counsel, the Company believes the
compensatory damages should be overturned or reduced on appeal and it is
likely that the Company will succeed in obtaining either a reversal of the
punitive damages or a new trial.  The Company believes it has adequate
reserves for the compensatory damages.

                                   -9-
<PAGE>

                                    PART II



ITEM 6 - Exhibits and Reports on Form 8-K

     a) Exhibits filed with this report:

         None

     b) Reports on Form 8-K

         None

                                   -10-
<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 10, 2001                          /s/ Charles A. Sullivan
                                              -------------------------------
                                              Charles A. Sullivan, Chairman
                                              and Chief Executive Officer




DATE: April 10, 2001                          /s/ Frank W. Coffey
                                              -------------------------------
                                              Frank W. Coffey, Senior Vice
                                              President and Chief Financial
                                              Officer

                                   -11-