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 16, 1996
                                
                               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 16, 1996        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 37,495,343 shares of common stock, $.01 par value per share,
outstanding on December 13, 1996.
<PAGE>


                      INTERSTATE BAKERIES CORPORATION
                                 FORM 10-Q
                       QUARTER ENDED NOVEMBER 16, 1996


CONTENTS
--------


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

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

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

   Consolidated Balance Sheet                                         3

   Consolidated Statement of Income                                   4

   Consolidated Statement of Cash Flows                               5

   Notes to Consolidated Financial Statements                        6-7



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                                   8

   Signatures                                                         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 1997, the twelve weeks ended
November 16, 1996, were $758,378,000, a $23,841,000 or 3.2% increase over
prior year net sales of $734,537,000.  Excluding the impact of acquired and
disposed operations, net sales for the quarter were up 4.1%.  Year-to-date net
sales for fiscal 1997 were $1,512,003,000, an increase of $306,025,000, or
25.4%, over net sales of $1,205,978,000 in fiscal 1996.  The increase in
quarterly net sales reflects higher selling prices and higher retail sales,
partially offset by somewhat lower unit volume.  The substantial increase in
year-to-date net sales was attributable to the acquisition of Continental
Baking Company (CBC) on July 22, 1995, with fiscal 1996 reflecting only
seventeen weeks of CBC's operations.

Cost of products sold was 48.2% of net sales for the second quarter of 1997,
down from 51.2% of net sales in the prior year.  Year-to-date cost of products
sold was 48.9% compared to fiscal 1996's 51.2%.  These improvements resulted
from synergies realized through continuing integration of existing and
acquired operations and favorable mix changes to higher-margin branded
products.  These factors, along with higher selling prices, more than offset
the effect of higher ingredient costs experienced in fiscal 1997.

Selling, delivery and administrative expenses represented 41.8% of net sales
for the quarter compared to 42.3% the prior year, while year-to-date selling,
delivery and administrative expenses declined to 41.9% of net sales from 42.1%
in fiscal 1996.  Continued emphasis on cost control, integration synergies and
higher selling prices resulted in improved selling, delivery and
administrative expenses as a percent of net sales for the combined operation
in fiscal 1997.

Based upon these factors, operating income for the second quarter of fiscal
1997 was up $30,432,000, or 147.1%, to $51,126,000.  Year-to-date operating
income was $89,861,000, a $52,644,000 and 141.5% increase from fiscal 1996.

The lower interest expense for the second quarter and year-to-date reflects
lower average borrowing levels and interest rates during these periods.

Non-deductible intangible asset amortization was responsible for the effective 
tax rates of 43.1% and 51.4% in fiscal 1997 and 1996, respectively.

Reflecting the improved operations, net income for the second quarter of the
current year was $26,242,000, or $.69 per share compared to $6,095,000 and
$.16 per share the prior year.  Year-to-date net income improved to
$44,909,000, or $1.18 per share, from $11,821,000, or $.37 per share, last
year.  These earnings per share improvements amounted to 331% and 219%,
respectively.

                                 -1-
<PAGE>


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


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

Cash generated by operating activities for the twenty-four weeks ended
November 16, 1996 was $77,145,000 compared to $74,422,000 a year ago.  This
increase reflects the acquisition and improved operations, offset by a net
increase in working capital components.  Cash generated by operations during
fiscal 1997 was used to fund capital expenditures of $30,312,000, pay common
stock dividends of $9,717,000 and reduce debt by $38,205,000.

As noted in the Company's Annual Report on Form 10-K for the year ended June
1, 1996, cash flows from operations and borrowing capacity under the bank
credit facility should be sufficient to meet the ongoing cash requirements in
the current year.

                                   -2-
<PAGE>


                       INTERSTATE BAKERIES CORPORATION
                          CONSOLIDATED BALANCE SHEET
                                  (UNAUDITED)
                                                            (000's)
                                                 November 16,       June 1, 
                                                     1996            1996
                                                 ------------     -----------
Assets
  Current assets:
    Cash and cash equivalents                     $    1,428      $        -
    Accounts receivable, less allowance
     for doubtful accounts of $3,481,000
     ($3,606,000 at June 1)                          183,443         179,538 
    Inventories                                       69,521          67,254
    Other current assets                              72,525          71,481
                                                  ----------      ----------
        Total current assets                         326,917         318,273
                                                  ----------      ----------
  Property and equipment:
    Land and buildings                               281,678         279,863
    Machinery and equipment                          767,601         741,705
                                                  ----------      ----------
                                                   1,049,279       1,021,568
    Less accumulated depreciation                   (245,479)       (204,173)
                                                  ----------      ----------
        Net property and equipment                   803,800         817,395
                                                  ----------      ----------
  Intangibles                                        346,481         350,792
                                                  ----------      ----------
                                                  $1,477,198      $1,486,460
                                                  ==========      ==========
<PAGE>

Liabilities and Stockholders' Equity
  Current liabilities:
    Long-term debt payable within one year        $   17,605      $   21,554
    Accounts payable                                 123,512         135,447
    Accrued expenses                                 209,788         200,221
                                                  ----------      ----------
        Total current liabilities                    350,905         357,222
                                                  ----------      ----------
  Long-term debt                                     269,395         303,651
  Other liabilities                                  248,336         254,962
  Deferred income taxes                              110,378         110,378
                                                  ----------      ----------
        Total long-term liabilities                  628,109         668,991
                                                  ----------      ----------
  Stockholders' equity:
    Preferred stock, par value $.01 per share;
     authorized - 1,000,000 shares; issued - none          -               -
    Common stock, par value $.01 per share;
     authorized - 60,000,000 shares; issued -
     38,921,000 shares (38,735,000 at June 1)            389             387
    Additional paid-in capital                       518,241         515,497
    Retained earnings (Accumulated deficit)            1,100         (34,092)
    Treasury stock, at cost - 1,449,000 shares       (21,546)        (21,545)
                                                  ----------      ----------
        Total stockholders' equity                   498,184         460,247
                                                  ----------      ----------
                                                  $1,477,198      $1,486,460
                                                  ==========      ==========
                                
                           See accompanying notes.

                                    -3-        
<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 16,  November 18,     November 16,    November 18, 
                                                    1996          1995             1996            1995
                                                ------------  ------------     ------------    ------------
<S>                                               <C>           <C>             <C>             <C>
Net sales                                         $758,378      $734,537        $1,512,003      $1,205,978
                                                  --------      --------        ----------      ----------
Cost of products sold                              365,865       375,791           740,004         617,093
Selling, delivery and administrative 
 expenses                                          317,373       310,419           633,122         507,962
Depreciation and amortization                       24,014        27,633            49,016          43,706
                                                  --------      --------        ----------      ---------- 
                                                   707,252       713,843         1,422,142       1,168,761
                                                  --------      --------        ----------      ----------
Operating income                                    51,126        20,694            89,861          37,217
                                                  --------      --------        ----------      ----------
Other income                                          (190)         (193)             (390)           (339)
Interest expense                                     5,488         7,449            11,325          13,232
                                                  --------      --------        ----------      ----------
                                                     5,298         7,256            10,935          12,893
                                                  --------      --------        ----------      ----------
Income before income taxes                          45,828        13,438            78,926          24,324
Provision for income taxes                          19,586         7,343            34,017          12,503
                                                  --------      --------        ----------      ----------
Net income                                        $ 26,242      $  6,095        $   44,909      $   11,821
                                                  ========      ========        ==========      ==========

Earnings per share                                $    .69      $    .16        $     1.18      $      .37
                                                  ========      ========        ==========      ==========
Weighted average common and common
 equivalent shares outstanding                      38,029        37,227            37,907          31,985
                                                  ========      ========        ==========      ==========
</TABLE>
                                See accompanying notes.

                                         -4-
<PAGE>


                    INTERSTATE BAKERIES CORPORATION
                 CONSOLIDATED STATEMENT OF CASH FLOWS
                              (UNAUDITED)

                                                           (000's)
                                                    Twenty-Four Weeks Ended
                                                   --------------------------
                                                   November 16,  November 18,
                                                       1996          1995
                                                   ------------  ------------
Cash flows from operating activities:
  Net income                                         $ 44,909      $ 11,821
  Depreciation and amortization                        49,016        43,706
  Other                                                (5,819)          818
  Change in operating assets and liabilities:
    Accounts receivable                                (3,905)       (5,195)
    Inventories                                        (2,267)       (4,825)
    Other current assets                               (2,421)       (2,171)
    Accounts payable and accrued expenses              (2,368)       30,268
                                                     --------      --------
        Cash from operating activities                 77,145        74,422
                                                     --------      --------

Cash flows from investing activities:
  Acquisition of a business                                 -      (228,281)
  Additions to property and equipment                 (30,312)      (14,700)
  Sale of assets                                          888           626
  Other                                                (1,116)       (1,186)
                                                     --------      --------
        Cash from investing activities                (30,540)     (243,541)
                                                     --------      --------

Cash flows from financing activities:
  Reduction of long-term debt                         (38,205)     (133,112)
  Addition to long-term debt                                -       300,000
  Common stock dividends paid                          (9,717)       (7,059)
  Issuance of common stock                              2,746         6,083 
  Acquisition of treasury stock                            (1)         (519)
                                                     --------      --------
        Cash from financing activities                (45,177)      165,393
                                                     --------      --------
Change in cash and cash equivalents                     1,428        (3,726)

Cash and cash equivalents:
  Beginning of period                                       -         3,726
                                                     --------      --------
  End of period                                      $  1,428      $      -
                                                     ========      ========
Supplemental disclosures:
  Interest paid                                      $ 11,918      $ 12,010
  Income taxes paid                                    37,352        12,705


                             See accompanying notes.

                                      -5-       
<PAGE>


                       INTERSTATE BAKERIES CORPORATION
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)


1.  Acquisition
    -----------

During the first quarter of fiscal 1996, effective July 22, 1995, Interstate
Bakeries Corporation (the "Company") acquired Continental Baking Company
("CBC") from Ralston Purina Company for a total purchase price of $220,000,000
in cash and 16,923,077 shares of the Company's common stock.  Second quarter
year-to-date operating results for fiscal 1996 include CBC's operating results
for seventeen weeks, effective with the date of the acquisition.


2.  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 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.


3.  Inventories
    -----------

The components of inventories are as follows:

                                                          (000's)
                                                -------------------------
                                                November 16,     June 1,
                                                    1996          1996
                                                ------------   ----------

           Ingredients and packaging              $43,464        $42,591
           Finished goods                          16,323         14,806
           Other                                    9,734          9,857
                                                  -------        -------
                                                  $69,521        $67,254
                                                  =======        =======

                                      -6-
<PAGE>


4.  Income Taxes
    ------------

The reconciliation of the provision for income taxes to the statutory federal
rate is as follows:

                                                  Twenty-Four Weeks Ended
                                                ----------------------------
                                                November 16,    November 18,
                                                    1996            1995
                                                ------------    ------------

           Statutory federal tax                    35.0%           35.0%
           State income tax                          4.6             4.5
           Intangibles amortization                  2.8            11.9
           Other                                      .7               -
                                                  ------          ------
                                                    43.1%           51.4%
                                                  ======          ======

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


5.  Adoption of New Accounting Standard
---------------------------------------

Effective with the first quarter of fiscal 1997, the Company adopted Statement
of Financial Accounting Standards (SFAS) No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of". 
Under SFAS No. 121, impairment losses are recognized when information
indicates the carrying amount of long-lived assets, identifiable intangibles
and goodwill related to those assets will not be recovered through future
operations or disposal.  The adoption of this statement had no effect on the
Company's consolidated financial statements.

                                   -7-
<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


                                   -8-
<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 20, 1996                        /s/ Charles A. Sullivan
                                              -------------------------------
                                              Charles A. Sullivan, Chairman
                                               and Chief Executive Officer




DATE December 20, 1996                        /s/ John F. McKenny
                                              -------------------------------
                                              John F. McKenny, Vice President/
                                               Corporate Controller and
                                               Principal Accounting Officer


                                   -9-