UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549


                                   FORM 8-K


                            CURRENT REPORT PURSUANT
                         TO SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


         Date of report (Date of earliest event reported) May 23, 2005
                                                          -------------


                        INTERSTATE BAKERIES CORPORATION
-------------------------------------------------------------------------------
            (Exact Name of Registrant as Specified in Its Charter)


                                   Delaware
-------------------------------------------------------------------------------
                (State or Other Jurisdiction of Incorporation)


           1-11165                                       43-1470322
-------------------------------------------------------------------------------
   (Commission File Number)                  (IRS Employer Identification No.)


        12 East Armour Boulevard
         Kansas City, Missouri                                   64111
-------------------------------------------------------------------------------
    (Address of Principal Executive Offices)                   (Zip Code)


                                (815) 502-4000
-------------------------------------------------------------------------------
             (Registrant's Telephone Number, Including Area Code)


                                      N/A
-------------------------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report)


     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):

     |_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

     |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)

     |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

     |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))


<PAGE>


Item 7.01         Regulation FD Disclosure.

         On May 23, 2005, Interstate Bakeries Corporation (the "Company") made
available to its lenders a proposed draft Third Amendment and Waiver (the
"Draft") to the Revolving Credit Agreement between the Company and certain of
its subsidiaries (collectively, the "Borrowers") and JPMorgan Chase Bank, N.A.
("JPMCB") and each of the other commercial banks, finance companies, insurance
companies or other financial institutions or funds from time to time party
thereto (together with JPMCB, the "Lenders") and JPMCB, as administrative
agent and collateral agent for the Lenders. A copy of the Draft is attached
hereto as Exhibit 99.1.

         The Draft is furnished as an exhibit to this Form 8-K because it
proposes, among other matters, to establish certain financial covenant levels,
including minimum "Consolidated EBITDA" (as defined in the Draft) levels.
There can be no assurance that such proposed financial covenant levels will
not change prior to execution of the Draft or that the Company will be able to
reach an agreement with its Lenders regarding the proposed financial covenant
levels or other matters addressed in the Draft on terms and conditions
acceptable to the Company or to all.

Item 9.01         Financial Statements and Exhibits.

(c)      Exhibits

Exhibit No.       Description
-----------       -----------

    99.1          Draft Third Amendment and Waiver to the Revolving Credit
                  Agreement, dated as of September 23, 2004, as amended, among
                  Interstate Bakeries Corporation, a Delaware corporation
                  ("Parent Borrower"), a debtor and debtor-in-possession in a
                  case pending under Chapter 11 of the Bankruptcy Code, each
                  of the direct and indirect subsidiaries of the Parent
                  Borrower (each individually a "Subsidiary Borrower" and
                  collectively the "Subsidiary Borrowers"; and together with
                  the Parent Borrower, the "Borrowers"), each of which is a
                  debtor and debtor-in-possession in a case pending under
                  Chapter 11 of the Bankruptcy Code, JPMorgan Chase Bank,
                  N.A., a national banking association (formerly known as
                  JPMorgan Chase Bank) ("JPMCB"), and each of the other
                  commercial banks, finance companies, insurance companies or
                  other financial institutions or funds from time to time
                  party to the Credit Agreement (together with JPMCB, the
                  "Lenders"), JPMorgan Chase Bank, N.A., a national banking
                  association (formerly known as JPMorgan Chase Bank), as
                  administrative agent (the "Administrative Agent") for the
                  Lenders, and JPMorgan Chase Bank, N.A., a national banking
                  association (formerly known as JPMorgan Chase Bank), as
                  collateral agent (the "Collateral Agent") for the Lenders

<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 hereunto duly authorized.

Date: May 23, 2005                           INTERSTATE BAKERIES CORPORATION


                                             By: /s/ Ronald B. Hutchison
                                                 ----------------------------
                                                 Ronald B. Hutchison
                                                 Executive Vice President and
                                                 Chief Financial Officer


<PAGE>


                                 EXHIBIT INDEX

Exhibit No.       Description
-----------       -----------

    99.1          Draft Third Amendment and Waiver to the Revolving Credit
                  Agreement, dated as of September 23, 2004, as amended, among
                  Interstate Bakeries Corporation, a Delaware corporation
                  ("Parent Borrower"), a debtor and debtor-in-possession in a
                  case pending under Chapter 11 of the Bankruptcy Code, each
                  of the direct and indirect subsidiaries of the Parent
                  Borrower (each individually a "Subsidiary Borrower" and
                  collectively the "Subsidiary Borrowers"; and together with
                  the Parent Borrower, the "Borrowers"), each of which is a
                  debtor and debtor-in-possession in a case pending under
                  Chapter 11 of the Bankruptcy Code, JPMorgan Chase Bank,
                  N.A., a national banking association (formerly known as
                  JPMorgan Chase Bank) ("JPMCB"), and each of the other
                  commercial banks, finance companies, insurance companies or
                  other financial institutions or funds from time to time
                  party to the Credit Agreement (together with JPMCB, the
                  "Lenders"), JPMorgan Chase Bank, N.A., a national banking
                  association (formerly known as JPMorgan Chase Bank), as
                  administrative agent (the "Administrative Agent") for the
                  Lenders, and JPMorgan Chase Bank, N.A., a national banking
                  association (formerly known as JPMorgan Chase Bank), as
                  collateral agent (the "Collateral Agent") for the Lenders
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{"company-data": {"conformed-name": "INTERSTATE BAKERIES CORP/DE/", "cik": "0000829499", "assigned-sic": "2050", "irs-number": "431470322", "state-of-incorporation": "DE", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-11165", "film-number": "05849741"}, "business-address": {"street1": "12 E ARMOUR BLVD", "city": "KANSAS CITY", "state": "MO", "zip": "64111", "phone": "8165024000"}, "mail-address": {"street1": "12 E ARMOUR BLVD", "city": "KANSAS CITY", "state": "MO", "zip": "64111"}, "former-company": {"former-conformed-name": "IBC HOLDINGS CORP", "date-changed": "19910612"}}
UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549

                                   FORM 8-K

                            CURRENT REPORT PURSUANT
                         TO SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

         Date of report (Date of earliest event reported) May 23, 2005
                                                          -------------

                        INTERSTATE BAKERIES CORPORATION
-------------------------------------------------------------------------------
            (Exact Name of Registrant as Specified in Its Charter)

                                   Delaware
-------------------------------------------------------------------------------
                (State or Other Jurisdiction of Incorporation)

           1-11165                                       43-1470322
-------------------------------------------------------------------------------
   (Commission File Number)                  (IRS Employer Identification No.)

        12 East Armour Boulevard
         Kansas City, Missouri                                   64111
-------------------------------------------------------------------------------
    (Address of Principal Executive Offices)                   (Zip Code)

                                (815) 502-4000
-------------------------------------------------------------------------------
             (Registrant's Telephone Number, Including Area Code)

                                      N/A
-------------------------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):

     |_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

     |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)

     |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

     |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 7.01         Regulation FD Disclosure.

         On May 23, 2005, Interstate Bakeries Corporation (the "Company") made
available to its lenders a proposed draft Third Amendment and Waiver (the
"Draft") to the Revolving Credit Agreement between the Company and certain of
its subsidiaries (collectively, the "Borrowers") and JPMorgan Chase Bank, N.A.
("JPMCB") and each of the other commercial banks, finance companies, insurance
companies or other financial institutions or funds from time to time party
thereto (together with JPMCB, the "Lenders") and JPMCB, as administrative
agent and collateral agent for the Lenders. A copy of the Draft is attached
hereto as Exhibit 99.1.

         The Draft is furnished as an exhibit to this Form 8-K because it
proposes, among other matters, to establish certain financial covenant levels,
including minimum "Consolidated EBITDA" (as defined in the Draft) levels.
There can be no assurance that such proposed financial covenant levels will
not change prior to execution of the Draft or that the Company will be able to
reach an agreement with its Lenders regarding the proposed financial covenant
levels or other matters addressed in the Draft on terms and conditions
acceptable to the Company or to all.

Item 9.01         Financial Statements and Exhibits.

(c)      Exhibits

Exhibit No.       Description
-----------       -----------

    99.1          Draft Third Amendment and Waiver to the Revolving Credit
                  Agreement, dated as of September 23, 2004, as amended, among
                  Interstate Bakeries Corporation, a Delaware corporation
                  ("Parent Borrower"), a debtor and debtor-in-possession in a
                  case pending under Chapter 11 of the Bankruptcy Code, each
                  of the direct and indirect subsidiaries of the Parent
                  Borrower (each individually a "Subsidiary Borrower" and
                  collectively the "Subsidiary Borrowers"; and together with
                  the Parent Borrower, the "Borrowers"), each of which is a
                  debtor and debtor-in-possession in a case pending under
                  Chapter 11 of the Bankruptcy Code, JPMorgan Chase Bank,
                  N.A., a national banking association (formerly known as
                  JPMorgan Chase Bank) ("JPMCB"), and each of the other
                  commercial banks, finance companies, insurance companies or
                  other financial institutions or funds from time to time
                  party to the Credit Agreement (together with JPMCB, the
                  "Lenders"), JPMorgan Chase Bank, N.A., a national banking
                  association (formerly known as JPMorgan Chase Bank), as
                  administrative agent (the "Administrative Agent") for the
                  Lenders, and JPMorgan Chase Bank, N.A., a national banking
                  association (formerly known as JPMorgan Chase Bank), as
                  collateral agent (the "Collateral Agent") for the Lenders
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 hereunto duly authorized.

Date: May 23, 2005                           INTERSTATE BAKERIES CORPORATION

                                             By: /s/ Ronald B. Hutchison
                                                 ----------------------------
                                                 Ronald B. Hutchison
                                                 Executive Vice President and
                                                 Chief Financial Officer
EXHIBIT INDEX

Exhibit No.       Description
-----------       -----------

    99.1          Draft Third Amendment and Waiver to the Revolving Credit
                  Agreement, dated as of September 23, 2004, as amended, among
                  Interstate Bakeries Corporation, a Delaware corporation
                  ("Parent Borrower"), a debtor and debtor-in-possession in a
                  case pending under Chapter 11 of the Bankruptcy Code, each
                  of the direct and indirect subsidiaries of the Parent
                  Borrower (each individually a "Subsidiary Borrower" and
                  collectively the "Subsidiary Borrowers"; and together with
                  the Parent Borrower, the "Borrowers"), each of which is a
                  debtor and debtor-in-possession in a case pending under
                  Chapter 11 of the Bankruptcy Code, JPMorgan Chase Bank,
                  N.A., a national banking association (formerly known as
                  JPMorgan Chase Bank) ("JPMCB"), and each of the other
                  commercial banks, finance companies, insurance companies or
                  other financial institutions or funds from time to time
                  party to the Credit Agreement (together with JPMCB, the
                  "Lenders"), JPMorgan Chase Bank, N.A., a national banking
                  association (formerly known as JPMorgan Chase Bank), as
                  administrative agent (the "Administrative Agent") for the
                  Lenders, and JPMorgan Chase Bank, N.A., a national banking
                  association (formerly known as JPMorgan Chase Bank), as
                  collateral agent (the "Collateral Agent") for the Lenders