SECURITIES AND EXCHANGE COMMISSION

                                Washington, D.C. 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 8, 2000


                             INTERSTATE BAKERIES CORPORATION
              --------------------------------------------------------------

                  (Exact name of registrant as specified in its charter)



              DELAWARE                     1-11165               43-1470322
  -------------------------------   ------------------------  ----------------
  (State or other jurisdiction of   (Commission File Number)  (I.R.S. Employer
   incorporation or organization)                              Identification
                                                                    Number)



                            12 EAST ARMOUR BOULEVARD
                              KANSAS CITY, MISSOURI
                                 (816) 502-4000
  ----------------------------------------------------------------------------
    (Address and Telephone Number of Registrant's Principal Executive Office)




<PAGE>

ITEM 5.    OTHER EVENTS

           On May 8, 2000, the Board of Directors of Interstate Bakeries
Corporation (the "Company") declared a dividend of one preferred stock purchase
right (a "Right") for each outstanding share of common stock, par value $.01 per
share, of the Company (the "Common Shares"). The Board of Directors of the
Company established that the dividend is payable on May 26, 2000 (the "Record
Date") to the stockholders of record on that date. Prior to the Distribution
Date (as defined below), the Rights will also be attached to all future
issuances of Common Shares. Each Right entitles the registered holder to
purchase from the Company one one-thousandth of a share of Series A Junior
Participating Preferred Stock, par value $.01 per share (the "Preferred
Shares"), of the Company at a price of $80.00 per one one-thousandth of a
Preferred Share (the "Purchase Price"), subject to adjustment. The description
and terms of the Rights are set forth in a Rights Agreement dated as of May 8,
2000 (the "Rights Agreement") between the Company and UMB Bank, N.A., as Rights
Agent (the "Rights Agent"). The following description of the Rights and the
Rights Agreement does not purport to be complete and is qualified in its
entirety by the Rights Agreement attached as Exhibit 4.1, which is hereby
incorporated herein by reference.

           The Rights will become exercisable on the date (the
"Distribution Date") that is the earlier of (i) 10 business days following a
public announcement that a person or group of affiliated or associated persons
(an "Acquiring Person") have acquired beneficial ownership of 15% or more of the
outstanding Common Shares or (ii) 10 business days (or such later date as may be
determined by action of the Board of Directors prior to such time as any person
or group of affiliated persons becomes an Acquiring Person) following the
commencement or announcement of an intention to make a tender offer or exchange
offer the consummation of which would result in the beneficial ownership by a
person or group of 15% or more of the outstanding Common Shares. The Rights will
be evidenced, with respect to any of the Common Share certificates outstanding
as of the Record Date, by such Common Share certificate.

           The Rights Agreement provides that, until the Distribution
Date (or earlier redemption or expiration of the Rights), the Rights will be
transferred with and only with the Common Shares. Until the Distribution Date
(or earlier redemption or expiration of the Rights), new Common Share
certificates issued after the Record Date upon transfer or new issuances of
Common Shares will contain a notation incorporating the Rights Agreement by
reference. Until the Distribution Date (or earlier redemption or expiration of
the Rights), the surrender for transfer of any certificates for Common Shares
outstanding as of the Record Date, even without such notation, will also
constitute the transfer of the Rights associated with the Common Shares
represented by such certificate. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the Common Shares as of
the close of business on the Distribution Date and thereafter such separate
Right Certificates alone will evidence the Rights. The Rights Agreement provides
that anything therein or in the Rights to the contrary notwithstanding, Rights
may be issued subsequent to the Distribution Date under certain circumstances as
set forth in the Rights Agreement.

                                       -2-

<PAGE>

           The Rights are not exercisable until the Distribution Date.
The Rights will expire on May 25, 2010 (the "Final Expiration Date"), unless the
Final Expiration Date is extended or unless the Rights are earlier redeemed or
exchanged by the Company, in each case as described below.

           The Purchase Price payable, and the number of Preferred Shares
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of
certain rights or warrants to subscribe for or purchase Preferred Shares at a
price, or securities convertible into Preferred Shares with a conversion price,
less than the then-current market price of the Preferred Shares or (iii) upon
the distribution to holders of the Preferred Shares of evidence of indebtedness
or assets (excluding regular periodic cash dividends paid out of earnings or
retained earnings or dividends payable in Preferred shares) or of subscription
rights or warrants (other than those referred to above).

           The number of outstanding Rights are also subject to
adjustment in the event of a stock split of the Common Shares or a stock
dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.

           Preferred Shares purchasable upon exercise of the Rights will
not be redeemable. Each Preferred Share will be entitled to a preferential
semi-annual dividend payment of the greater of $1 per share or 1,000 times the
dividend declared per Common Share. In the event of liquidation, the holders of
the Preferred Shares will be entitled to a preferential liquidation payment of
the greater of $1,000 per share or 1,000 times the payment made per Common
Share. Except as required by law, the Preferred Share will not have any voting
rights. These rights are protected by customary antidilution provisions.

           Because of the nature of the Preferred Shares' dividend and
liquidation rights, the value of the one one-thousandth interest in a Preferred
Share purchasable upon exercise of each Right should approximate the value of
one Common Share.

           In the event that any person or group of affiliated or
associated persons becomes an Acquiring Person, each holder of a Right (other
than Rights beneficially owned by the Acquiring Person, which will become void),
will thereafter have the right to receive upon exercise that number of shares of
Common Stock (or that number of one-thousandth of a Preferred Share or of a
share of a class or series of the Company's preferred stock having equivalent
rights, preferences and privileges) having a market value of two times the
exercise price of the Right.

                                       -3-

<PAGE>


           In the event that, after a person or group has become an
Acquiring Person, the Company is acquired in a merger or other business
combination transaction or 50% or more of its consolidated assets or earning
power are sold, proper provision will be made so that each holder of a Right
(other than Rights beneficially owned by an Acquiring Person which will have
become void) will thereafter have the right to receive, upon the exercise
thereof at the then current exercise price, that number of shares of common
stock of the acquiring company which at the time of such transaction will have a
market value of two times the exercise price of the Right.

           With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an adjustment of at least
1% in such Purchase Price. No fractional Preferred Shares will be issued (other
than fractions which are integral multiples of one one-thousandth of a Preferred
Share, which may, at the election of the Company, be evidenced by depositary
receipts) and in lieu thereof, an adjustment in cash will be made based on the
market price of the Preferred Shares on the last trading day prior to the date
of exercise.

           At any time prior to the time any person becomes an Acquiring
Person, the Board of Directors of the Company may redeem the Rights in whole,
but not in part, at a price of $0.001 per Right (the "Redemption Price"). The
redemption of the Rights may be made effective at such time, on such basis and
with such conditions as the Board of Directors in its sole discretion may
establish. Immediately upon any redemption of the Rights, the right to exercise
the Rights will terminate and the only right of the holders of Rights will be to
receive the Redemption Price.

           At any time after any person or group becomes an Acquiring
Person and prior to the acquisition by such person or group of 50% or more of
the outstanding Common Shares, the Board of Directors of the Company may
exchange the Rights (other than Rights owned by such person or group which will
have become void), in whole or in part, at an exchange ratio of one share of
Common Stock, or one one-thousandth of a Preferred Share (or of a share of a
class or series of the Company's preferred stock having equivalent rights,
preferences and privileges), per Right (subject to adjustment).

           For so long as Rights are then redeemable, the Company may,
except with respect to the redemption price, amend the Rights in any manner.
After the Rights are no longer redeemable the Company may amend the Rights in
any manner that does not adversely affect the interests of holders of the Rights
or cause the Rights again to become redeemable.

           Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without limitation,
the right to vote or to receive dividends.

                                       -4-

<PAGE>


ITEM 7.    FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

           (c) Exhibits

               4.1        Rights Agreement, dated as of May 8, 2000, between
                          the Company and UMB Bank, N.A. as Rights Agent,
                          which includes the Certificate of Designations for
                          the Series A Junior Participating Preferred Stock
                          as Exhibit A and the form of Right Certificate as
                          Exhibit B.

               99.1       Press Release dated May 8, 2000.


                                       -5-
<PAGE>

                                SIGNATURE

         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, thereto duly authorized.


                                            INTERSTATE BAKERIES CORPORATION


Dated:  May 8, 2000                         By: /s/ Charles A. Sullivan
                                                -----------------------
                                                Charles A. Sullivan
                                                Chief Executive Officer


<PAGE>


                       EXHIBIT INDEX


EXHIBIT NO.                                  DESCRIPTION

    4.1                    Rights Agreement, dated as of May 8, 2000, between
                           the Company and UMB Bank, N.A. as Rights Agent,
                           which includes the Certificate of Designations for
                           the Series A Junior Participating Preferred Stock as
                           Exhibit A and the form of Right Certificate as
                           Exhibit B.

   99.1                    Press Release dated May 8, 2000.
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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": "638194"}, "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"}}
SECURITIES AND EXCHANGE COMMISSION

                                Washington, D.C. 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 8, 2000

                             INTERSTATE BAKERIES CORPORATION
              --------------------------------------------------------------

                  (Exact name of registrant as specified in its charter)

              DELAWARE                     1-11165               43-1470322
  -------------------------------   ------------------------  ----------------
  (State or other jurisdiction of   (Commission File Number)  (I.R.S. Employer
   incorporation or organization)                              Identification
                                                                    Number)

                            12 EAST ARMOUR BOULEVARD
                              KANSAS CITY, MISSOURI
                                 (816) 502-4000
  ----------------------------------------------------------------------------
    (Address and Telephone Number of Registrant's Principal Executive Office)
ITEM 5.    OTHER EVENTS

           On May 8, 2000, the Board of Directors of Interstate Bakeries
Corporation (the "Company") declared a dividend of one preferred stock purchase
right (a "Right") for each outstanding share of common stock, par value $.01 per
share, of the Company (the "Common Shares"). The Board of Directors of the
Company established that the dividend is payable on May 26, 2000 (the "Record
Date") to the stockholders of record on that date. Prior to the Distribution
Date (as defined below), the Rights will also be attached to all future
issuances of Common Shares. Each Right entitles the registered holder to
purchase from the Company one one-thousandth of a share of Series A Junior
Participating Preferred Stock, par value $.01 per share (the "Preferred
Shares"), of the Company at a price of $80.00 per one one-thousandth of a
Preferred Share (the "Purchase Price"), subject to adjustment. The description
and terms of the Rights are set forth in a Rights Agreement dated as of May 8,
2000 (the "Rights Agreement") between the Company and UMB Bank, N.A., as Rights
Agent (the "Rights Agent"). The following description of the Rights and the
Rights Agreement does not purport to be complete and is qualified in its
entirety by the Rights Agreement attached as Exhibit 4.1, which is hereby
incorporated herein by reference.

           The Rights will become exercisable on the date (the
"Distribution Date") that is the earlier of (i) 10 business days following a
public announcement that a person or group of affiliated or associated persons
(an "Acquiring Person") have acquired beneficial ownership of 15% or more of the
outstanding Common Shares or (ii) 10 business days (or such later date as may be
determined by action of the Board of Directors prior to such time as any person
or group of affiliated persons becomes an Acquiring Person) following the
commencement or announcement of an intention to make a tender offer or exchange
offer the consummation of which would result in the beneficial ownership by a
person or group of 15% or more of the outstanding Common Shares. The Rights will
be evidenced, with respect to any of the Common Share certificates outstanding
as of the Record Date, by such Common Share certificate.

           The Rights Agreement provides that, until the Distribution
Date (or earlier redemption or expiration of the Rights), the Rights will be
transferred with and only with the Common Shares. Until the Distribution Date
(or earlier redemption or expiration of the Rights), new Common Share
certificates issued after the Record Date upon transfer or new issuances of
Common Shares will contain a notation incorporating the Rights Agreement by
reference. Until the Distribution Date (or earlier redemption or expiration of
the Rights), the surrender for transfer of any certificates for Common Shares
outstanding as of the Record Date, even without such notation, will also
constitute the transfer of the Rights associated with the Common Shares
represented by such certificate. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the Common Shares as of
the close of business on the Distribution Date and thereafter such separate
Right Certificates alone will evidence the Rights. The Rights Agreement provides
that anything therein or in the Rights to the contrary notwithstanding, Rights
may be issued subsequent to the Distribution Date under certain circumstances as
set forth in the Rights Agreement.

                                       -2-
The Rights are not exercisable until the Distribution Date.
The Rights will expire on May 25, 2010 (the "Final Expiration Date"), unless the
Final Expiration Date is extended or unless the Rights are earlier redeemed or
exchanged by the Company, in each case as described below.

           The Purchase Price payable, and the number of Preferred Shares
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of
certain rights or warrants to subscribe for or purchase Preferred Shares at a
price, or securities convertible into Preferred Shares with a conversion price,
less than the then-current market price of the Preferred Shares or (iii) upon
the distribution to holders of the Preferred Shares of evidence of indebtedness
or assets (excluding regular periodic cash dividends paid out of earnings or
retained earnings or dividends payable in Preferred shares) or of subscription
rights or warrants (other than those referred to above).

           The number of outstanding Rights are also subject to
adjustment in the event of a stock split of the Common Shares or a stock
dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.

           Preferred Shares purchasable upon exercise of the Rights will
not be redeemable. Each Preferred Share will be entitled to a preferential
semi-annual dividend payment of the greater of $1 per share or 1,000 times the
dividend declared per Common Share. In the event of liquidation, the holders of
the Preferred Shares will be entitled to a preferential liquidation payment of
the greater of $1,000 per share or 1,000 times the payment made per Common
Share. Except as required by law, the Preferred Share will not have any voting
rights. These rights are protected by customary antidilution provisions.

           Because of the nature of the Preferred Shares' dividend and
liquidation rights, the value of the one one-thousandth interest in a Preferred
Share purchasable upon exercise of each Right should approximate the value of
one Common Share.

           In the event that any person or group of affiliated or
associated persons becomes an Acquiring Person, each holder of a Right (other
than Rights beneficially owned by the Acquiring Person, which will become void),
will thereafter have the right to receive upon exercise that number of shares of
Common Stock (or that number of one-thousandth of a Preferred Share or of a
share of a class or series of the Company's preferred stock having equivalent
rights, preferences and privileges) having a market value of two times the
exercise price of the Right.

                                       -3-
In the event that, after a person or group has become an
Acquiring Person, the Company is acquired in a merger or other business
combination transaction or 50% or more of its consolidated assets or earning
power are sold, proper provision will be made so that each holder of a Right
(other than Rights beneficially owned by an Acquiring Person which will have
become void) will thereafter have the right to receive, upon the exercise
thereof at the then current exercise price, that number of shares of common
stock of the acquiring company which at the time of such transaction will have a
market value of two times the exercise price of the Right.

           With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an adjustment of at least
1% in such Purchase Price. No fractional Preferred Shares will be issued (other
than fractions which are integral multiples of one one-thousandth of a Preferred
Share, which may, at the election of the Company, be evidenced by depositary
receipts) and in lieu thereof, an adjustment in cash will be made based on the
market price of the Preferred Shares on the last trading day prior to the date
of exercise.

           At any time prior to the time any person becomes an Acquiring
Person, the Board of Directors of the Company may redeem the Rights in whole,
but not in part, at a price of $0.001 per Right (the "Redemption Price"). The
redemption of the Rights may be made effective at such time, on such basis and
with such conditions as the Board of Directors in its sole discretion may
establish. Immediately upon any redemption of the Rights, the right to exercise
the Rights will terminate and the only right of the holders of Rights will be to
receive the Redemption Price.

           At any time after any person or group becomes an Acquiring
Person and prior to the acquisition by such person or group of 50% or more of
the outstanding Common Shares, the Board of Directors of the Company may
exchange the Rights (other than Rights owned by such person or group which will
have become void), in whole or in part, at an exchange ratio of one share of
Common Stock, or one one-thousandth of a Preferred Share (or of a share of a
class or series of the Company's preferred stock having equivalent rights,
preferences and privileges), per Right (subject to adjustment).

           For so long as Rights are then redeemable, the Company may,
except with respect to the redemption price, amend the Rights in any manner.
After the Rights are no longer redeemable the Company may amend the Rights in
any manner that does not adversely affect the interests of holders of the Rights
or cause the Rights again to become redeemable.

           Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without limitation,
the right to vote or to receive dividends.

                                       -4-
ITEM 7.    FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

           (c) Exhibits

               4.1        Rights Agreement, dated as of May 8, 2000, between
                          the Company and UMB Bank, N.A. as Rights Agent,
                          which includes the Certificate of Designations for
                          the Series A Junior Participating Preferred Stock
                          as Exhibit A and the form of Right Certificate as
                          Exhibit B.

               99.1       Press Release dated May 8, 2000.

                                       -5-
SIGNATURE

         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, thereto duly authorized.

                                            INTERSTATE BAKERIES CORPORATION

Dated:  May 8, 2000                         By: /s/ Charles A. Sullivan
                                                -----------------------
                                                Charles A. Sullivan
                                                Chief Executive Officer
EXHIBIT INDEX

EXHIBIT NO.                                  DESCRIPTION

    4.1                    Rights Agreement, dated as of May 8, 2000, between
                           the Company and UMB Bank, N.A. as Rights Agent,
                           which includes the Certificate of Designations for
                           the Series A Junior Participating Preferred Stock as
                           Exhibit A and the form of Right Certificate as
                           Exhibit B.

   99.1                    Press Release dated May 8, 2000.