As filed with the Securities and Exchange Commission on October 4, 1996
					       Registration No. 33-____
==========================================================================
		    SECURITIES AND EXCHANGE COMMISSION
			  Washington, D.C. 20549
			  ----------------------
				 FORM S-8
		       REGISTRATION STATEMENT UNDER
			THE SECURITIES ACT OF 1933
			--------------------------
		      INTERSTATE BAKERIES CORPORATION
	   -----------------------------------------------------
	   (Exact name of Registrant as specified in its charter)

	    Delaware                                 43-1470322
---------------------------------      ------------------------------------
(State or other jurisdiction of                   (I.R.S. Employer
incorporation or organization                     Identification No.)

			  12 East Armour Boulevard
			Kansas City, Missouri 64111
			      (816) 561-6600
		--------------------------------------------
		(Address, including zip code, and telephone
		number, including area code, of Registrant's
		       principal executive offices)

		      INTERSTATE BAKERIES CORPORATION
			 1996 STOCK INCENTIVE PLAN
		      -------------------------------
			  (Full title of the plan)

			   Ray Sandy Sutton, Esq.
		      Interstate Bakeries Corporation
			  12 East Armour Boulevard
			Kansas City, Missouri 64111
		  ---------------------------------------
		  (Name and address of agent for service)

			     (816) 502-4000
	-------------------------------------------------------------
	(Telephone number, including area code, of agent for service)

				Copy to:
			 Jennings J. Newcom, Esq.
		       Shook, Hardy & Bacon L.L.P.
			  One Kansas City Place
			    1200 Main Street
		       Kansas City, Missouri 64105


		     Calculation of Registration Fee

								
  Title of      Amount to   Proposed maximum  Proposed maximum  Amount of 
Securities to      be        offering price      aggregate     Registration 
be registered  registered(1)   per unit(2)    offering price      fee(3)
-----------------------------------------------------------------------------
Common Stock    2,833,500        $36.50        $103,422,750       $31,340.23
-----------------------------------------------------------------------------

(1)     Does not include shares of common stock reserved for issuance under 
	the 1991 Stock Option Plan which were previously registered on Form 
	S-8 (File No. 33-41901), which are being transferred for use under the 
	1996 Stock Incentive Plan (the "Plan").  The filing fee required by the 
	Securities Act of 1933 (the "Act") and Rule 457 is being paid with 
	respect to the additional securities only.

(2)     Estimated pursuant to Rule 457(h)of the Act solely for the purpose of 
	calculating the registration fee and based on the closing sales price 
	of $36.50 on the New York Stock Exchange of the registrant's Common 
	Stock on September 30, 1996.

(3)     Reflects the proposed maximum aggregate offering price multiplied by 
	1/33 of 1%.

	Pursuant to Rule 416(a) under the Act, the amount of securities 
	registered under this Registration Statement shall include an 
	indeterminate number of additional Common Stock that may become 
	issuable pursuant to the anti-dilution provisions of the Plan.

	In addition, pursuant to Rule 416(c) under the Act, this Registration 
	Statement also covers an indeterminate amount of interests to be 
	offered or sold pursuant to the employee benefit plan described herein.

	      Total Sequentially         Exhibit Index is on
	      Numbered Pages: 13         Sequentially Numbered
					 Page: 7  
					 
					 
					 
			  FORM S-8 REGISTRATION STATEMENT
			  -------------------------------

			  INTERSTATE BAKERIES CORPORATION
			  -------------------------------
				   
				      Part I

Item 1. Plan Information.

	The documents containing the information specified in Part I of 
	Form S-8 which are to be delivered to participants in the registrant's 
	1996 Stock Incentive Plan (the "Plan") have not been filed with the 
	Commission pursuant to the Note to Part I of Form S-8.

Item 2. Registrant Information and Employee Plan Annual Information.

	The registrant agrees to provide the participants in the Plan without 
	charge, upon written or oral request, the documents incorporated by 
	reference in Item 3 of Part II of this Registration Statement.  The 
	documents incorporated by reference in Item 3 of Part II are 
	incorporated by reference into the Section 10(a) prospectus.  The 
	registrant will also provide to the participants in the Plan without 
	charge, upon written or oral request, the other documents required to 
	be delivered pursuant to Rule 428 of the Act, including the 
	registrant's annual report to security holders for its latest fiscal 
	year, the registrant's annual report on Form 10-K for its last fiscal 
	year and copies of all reports, proxy statements and other 
	communications distributed to its security holders generally.

				    Part II
	 
Item 3. Incorporation of Documents by Reference.

	The following documents are hereby incorporated herein by reference 
	in the Registration Statement:

	(a)     The registrant's latest annual report;

	(b)     All other reports filed pursuant to Section 13(a) or 15(d) 
		of the Exchange Act since the end of the fiscal year covered 
		by the registrant's latest annual report;

	(c)     The description of the registrant's Common Stock contained in 
		the Form 8-A Registration Statement filed under Section 12 
		of the Exchange Act, including any amendments or reports 
		updating such description.

	All documents subsequently filed by the registrant pursuant to 
	Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 
	1934, prior to the filing of a post-effective amendment which indicates 
	that all securities offered have been sold or which deregisters all 
	securities then remaining unsold, shall be deemed incorporated by 
	reference in the Registration Statement and to be part thereof from 
	the date of filing of such documents.

Item 4. Description of Securities.

	Not applicable.

Item 5. Interests of Named Experts and Counsel.

	Not applicable.

Item 6. Indemnification of Directors and Officers.

	Article Seventh of the Certificate of Incorporation of the registrant 
	provides that the registrant shall, to the fullest extent permitted by 
	Section 145 of the Delaware General Corporation Law (the "DGCL"), 
	indemnify all persons whom it may indemnify pursuant thereto and shall 
	advance expenses of litigation to directors and officers in accordance 
	with the procedures and  limitations set forth on the registrant's 
	bylaws.

	Section 145 of the DGCL provides that a corporation may indemnify 
	any person who was or is a party or is threatened to be made a party 
	to any threatened, pending or completed action, suit or proceeding, 
	whether civil, criminal, administrative or investigative (other than 
	an action by or in the right of the corporation) by reason of the fact 
	that he is or was a director, officer, employee or agent of the 
	corporation, or is or was serving at the request of the corporation 
	as a director, officer, employee or agent of another corporation, 
	partnership, joint venture, trust or other enterprise, against 
	expenses (including attorneys' fees), judgments, fines and amounts 
	paid in settlement actually and reasonably incurred by him in 
	connection with such action, suit or proceeding if he acted in good 
	faith and in a manner he reasonably believed to be in or not opposed 
	to the best interests of the corporation, and, with respect to any 
	criminal action or proceeding, had no reasonable cause to believe his 
	conduct was unlawful.

	Section 145 of the DGCL further provides that a corporation may 
	indemnify any person who was or is a party or is threatened to be 
	made a party to any threatened, pending or completed action or suit by 
	or in the right of the corporation to procure a judgment in its favor 
	by reason of the fact that he is or was a director, officer, employee 
	or agent of the corporation, or is or was serving at the request of the 
	corporation as a director, officer, employee or agent of another 
	corporation, partnership, joint venture, trust or other enterprise 
	against expenses (including attorneys' fees) actually and reasonably 
	incurred by him in connection with the defense or settlement of such 
	action or suit if he acted in good faith and in a manner he reasonably 
	believed to be in or not opposed to the best interests of the 
	corporation and except that no indemnification shall be made in respect 
	of any claim, issue or matter as to which such person shall have been 
	adjudged to be liable to the corporation unless and only to the extent 
	that the Court of Chancery or the court in which such action or suit 
	was brought shall determine upon application that, despite the 
	adjudication of liability but in view of all the circumstances of the 
	case, such person is fairly and reasonably entitled to indemnity for 
	such expenses which the Court of Chancery or such other court shall 
	deem proper.

	Section 145 of the DGCL also provides that to the extent that a 
	director, officer, employee or agent of a corporation has been 
	successful on the merits or otherwise in defense of any action, suit 
	or proceeding to which he is to be indemnified under Section 145, or in 
	defense of any claim, issue or matter therein, he shall be indemnified 
	against expenses.

	With respect to insurance, Section 145 of the DGCL states that a 
	corporation shall have power to purchase and maintain insurance on 
	behalf of any person who is or was a director, officer, employee or 
	agent of the corporation, or is or was serving at the request of the 
	corporation as a director, officer, employee or agent of another 
	corporation, partnership, joint venture, trust or other enterprise 
	against any liability asserted against him and incurred by him in any 
	such capacity, or arising out of his status as such, whether or not the 
	corporation would have the power to indemnify him against such 
	liability under Section 145 of the DGCL.

	Article VIII of the bylaws of the registrant provides that the 
	registrant shall indemnify all directors, officers, and employees or 
	agents to the fullest extent permitted, and in the manner provided by 
	the DGCL, whenever they are defendants in any legal or administrative 
	proceeding by reason of their relationship with the registrant.  
	Article VIII also sets forth the manner by which the registrant shall 
	advance expenses of litigation to directors and officers and the 
	procedure for indemnification thereunder.  Article VIII of the bylaws 
	further provides that the registrant shall purchase and maintain 
	insurance on behalf of, among others, any person who is or was or has 
	agreed to become a director, officer, employee or agent of the 
	registrant, against any liability asserted against him or her and 
	incurred by him or her or on his or her behalf in any such capacity, 
	or arising out of his or her status as such, whether or not the 
	registrant would have the power to indemnify him or her against such 
	liability provided that such insurance is available on acceptable 
	terms as determined by a vote of a majority of the entire Board of 
	Directors.

Item 7. Exemption from Registration Claimed.

	Not applicable.

Item 8. Exhibits.

  No.
  ---
  4.1   The registrant's Restated Certificate of Incorporation, filed as an 
	exhibit to the registrant's Registration Statement on Form S-1, filed 
	May 24, 1991 (File No. 33-40830), as amended, is hereby incorporated 
	by reference.

  4.2   Amended Article FOURTH of the registrant's Restated Certificate of 
	Incorporation, filed as an exhibit to the registrant's Annual Report 
	on Form 10-K, filed on August 30, 1995, is hereby incorporated by 
	reference.

  4.3   The registrant's Restated Bylaws, filed as an exhibit to the 
	registrant's Annual Report on Form 10-K, filed August 30, 1991, is 
	hereby incorporated by reference.

  4.4   The Company's 1996 Stock Incentive Plan, filed as an exhibit to the 
	Company's Definitive Proxy Statement for the Annual Meeting of 
	Stockholders held September 24, 1996, is hereby incorporated by 
	reference.

  5.1   Opinion of Shook, Hardy & Bacon L.L.P.

 23.1   Consent of Shook, Hardy & Bacon L.L.P. (contained in exhibit 5.1).

 23.2   Consent of Deloitte & Touche, LLP.

 24.    Powers of Attorney (contained on signature pages hereto).

Item 9. Undertakings.

	The undersigned registrant hereby undertakes as follows:

	That, for the purpose of determining any liability under the Securities 
	Act of 1933, each such post-effective amendment shall be deemed to 
	be a new registration statement relating to the securities offered 
	therein, and the offering of such securities at that time shall be 
	deemed to be the initial bona fide offering thereof.

	To remove from registration by means of a post-effective amendment 
	any of the securities being registered which remain unsold at the 
	termination of the offering.

	That, for purposes of determining any liability under the Securities 
	Act of 1933, each filing of the registrant's annual report pursuant to 
	section 13(a) or section 15(d) of the Securities Exchange Act of 1934 
	(and, where applicable, each filing of an employee benefit plan's 
	annual report pursuant to section 15(d) of the Securities Exchange Act 
	of 1934) that is incorporated by reference in the registration 
	statement shall be deemed to be a new registration statement relating 
	to the securities offered therein, and the offering of such securities 
	at that time shall be deemed to be the initial bona fide offering 
	thereof.

	Insofar as indemnification for liabilities arising under the Securities 
	Act of 1933 may be permitted to directors, officers and controlling 
	persons of the registrant pursuant to the foregoing provisions, or 
	otherwise, the registrant has been advised that in the opinion of the 
	Securities and Exchange Commission such indemnification is against 
	public policy as expressed in the Act and is, therefore, unenforceable.  
	In the event that a claim for indemnification against such liabilities 
	(other than the payment by the registrant of expenses incurred or paid 
	by a director, officer or controlling person of the registrant in the 
	successful defense of any action, suit or proceeding) is asserted by 
	such director, officer or controlling person in connection with the 
	securities being registered, the registrant will, unless in the opinion 
	of its counsel the matter has been settled by controlling precedent, 
	submit to a court of appropriate jurisdiction the question whether 
	such indemnification by it is against public policy as expressed in the 
	Act and will be governed by the final adjudication of such issue.
	
	
	
				  SIGNATURES

	The Registrant.  Pursuant to the requirements of the Securities Act 
	of 1933, Interstate Bakeries Corporation certifies that it has 
	reasonable grounds to believe that it meets all of the requirements 
	for filing on Form S-8 and has duly caused this Registration Statement 
	to be signed on its behalf by the undersigned thereunto duly 
	authorized, in the City of Kansas City, State of Missouri, on 
	October 4, 1996.

					     INTERSTATE BAKERIES CORPORATION


					     By:  /s/ Charles A. Sullivan
						 ------------------------
						    Charles A. Sullivan
						 Chairman of the Board and
						  Chief Executive Officer


				POWER OF ATTORNEY


	KNOW ALL MEN BY THESE PRESENTS, that each person whose signature 
	appears below constitutes and appoints Charles A. Sullivan and 
	Ray Sandy Sutton and each of them, his true and lawful attorneys-in
	-fact and agents, with full power of substitution and resubstitution, 
	for him and in his name, place and stead, in any and all capacities, 
	to sign any and all amendments (including post-effective amendments) 
	to this Registration Statement and to file the same with all exhibits 
	thereto, and other documents in connection therewith, with the 
	Securities and Exchange Commission, granting unto said attorneys-in
	-fact and agents, and each of them, full power and authority to do 
	and perform each and every act and thing requisite and necessary to be 
	done, as fully to all intents and purposes as he might or could do in 
	person, hereby ratifying and confirming all that said attorneys-in-fact 
	and agents, or any of them or their or his substitute or substitutes, 
	may lawfully do or cause to be done by virtue hereof. 
	
	
	
	
	Pursuant to the requirements of the Securities Act of 1933, this 
	Registration Statement has been signed by the following persons in the 
	capacities and on the date indicated.


       Signature                    Title                         Date
       ---------                    -----                         ----

/s/ Charles A. Sullivan     Chairman of the Board           October 4, 1996
--------------------------  Chief Executive Officer and
Charles A. Sullivan         Director
			    (Principal Executive Officer)

/s/ Paul E. Yarick          Vice President & Treasurer      October 4, 1996
--------------------------  (Principal Financial Officer)
Paul E. Yarick               

/s/ John F. McKenny         Vice President and Corporate    October 4, 1996
--------------------------  Controller
John F. McKenny             (Principal Accounting Officer)

/s/ G. Kenneth Baum         Director                        October 4, 1996
--------------------------  
G. Kenneth Baum

/s/ Leo Benatar             Director                        October 4, 1996
--------------------------     
Leo Benatar

/s/ E. Garrett Bewkes, Jr.  Director                        October 4, 1996
--------------------------  
E. Garrett Bewkes, Jr.

/s/ Philip Briggs           Director                        October 4, 1996
--------------------------  
Philip Briggs

/s/ James R. Elsesser       Director                        October 4, 1996
--------------------------
James R. Elsesser

/s/ Robert B. Calhoun, Jr.  Director                        October 4, 1996
--------------------------  
Robert B. Calhoun, Jr.

/s/ Frank E. Horton         Director                        October 4, 1996
--------------------------  
Frank E. Horton

/s/ William P. Stiritz      Director                        October 4, 1996
--------------------------
William P. Stiritz



   
			INTERSTATE BAKERIES CORPORATION

				   FORM S-8

EXHIBIT INDEX
--------------

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

4.1*     The Interstate Bakeries Corporation Restated
	 Certificate of Incorporation was filed as an
	 exhibit to the Registration Statement on Form
	 S-1, filed May 24, 1991 (File No. 33-40830), as
	 amended, and is hereby incorporated by reference.

4.2*     Amended Article FOURTH to the Interstate Bakeries
	 Corporation was filed as an exhibit to the Annual
	 Report on Form 10-K on August 30, 1995, and is
	 hereby incorporated by reference.

4.3*     The Interstate Bakeries Corporation Restated
	 Bylaws were filed as an exhibit to the Annual
	 Report on Form 10-K on August 30, 1991 and are
	 duly incorporated by reference.

4.4*     Interstate Bakeries Corporation 1996 Stock
	 Incentive Plan was filed as an exhibit to the  
	 Company's Definitive Proxy Statement for the 
	 Annual Meeting of Stockholders held September 24, 
	 1996 and is hereby incorporated by reference.

5.1      Opinion of Shook, Hardy & Bacon L.L.P.                     

23.1     Consent of Shook, Hardy & Bacon L.L.P. (included
	 within exhibit 5.1)

23.2     Consent of Deloitte & Touche, LLP

24       Powers of Attorney (contained on signature pages
	 hereto).


-------------------
 * Previously Filed
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19918}]
{"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": "S-8", "act": "33", "file-number": "333-13485", "film-number": "96639598"}, "business-address": {"street1": "12 E ARMOUR BLVD", "city": "KANSAS CITY", "state": "MO", "zip": "64111", "phone": "8165616600"}, "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"}}
As filed with the Securities and Exchange Commission on October 4, 1996
					       Registration No. 33-____
==========================================================================
		    SECURITIES AND EXCHANGE COMMISSION
			  Washington, D.C. 20549
			  ----------------------
				 FORM S-8
		       REGISTRATION STATEMENT UNDER
			THE SECURITIES ACT OF 1933
			--------------------------
		      INTERSTATE BAKERIES CORPORATION
	   -----------------------------------------------------
	   (Exact name of Registrant as specified in its charter)

	    Delaware                                 43-1470322
---------------------------------      ------------------------------------
(State or other jurisdiction of                   (I.R.S. Employer
incorporation or organization                     Identification No.)

			  12 East Armour Boulevard
			Kansas City, Missouri 64111
			      (816) 561-6600
		--------------------------------------------
		(Address, including zip code, and telephone
		number, including area code, of Registrant's
		       principal executive offices)

		      INTERSTATE BAKERIES CORPORATION
			 1996 STOCK INCENTIVE PLAN
		      -------------------------------
			  (Full title of the plan)

			   Ray Sandy Sutton, Esq.
		      Interstate Bakeries Corporation
			  12 East Armour Boulevard
			Kansas City, Missouri 64111
		  ---------------------------------------
		  (Name and address of agent for service)

			     (816) 502-4000
	-------------------------------------------------------------
	(Telephone number, including area code, of agent for service)

				Copy to:
			 Jennings J. Newcom, Esq.
		       Shook, Hardy & Bacon L.L.P.
			  One Kansas City Place
			    1200 Main Street
		       Kansas City, Missouri 64105

		     Calculation of Registration Fee

								
  Title of      Amount to   Proposed maximum  Proposed maximum  Amount of 
Securities to      be        offering price      aggregate     Registration 
be registered  registered(1)   per unit(2)    offering price      fee(3)
-----------------------------------------------------------------------------
Common Stock    2,833,500        $36.50        $103,422,750       $31,340.23
-----------------------------------------------------------------------------

(1)     Does not include shares of common stock reserved for issuance under 
	the 1991 Stock Option Plan which were previously registered on Form 
	S-8 (File No. 33-41901), which are being transferred for use under the 
	1996 Stock Incentive Plan (the "Plan").  The filing fee required by the 
	Securities Act of 1933 (the "Act") and Rule 457 is being paid with 
	respect to the additional securities only.

(2)     Estimated pursuant to Rule 457(h)of the Act solely for the purpose of 
	calculating the registration fee and based on the closing sales price 
	of $36.50 on the New York Stock Exchange of the registrant's Common 
	Stock on September 30, 1996.

(3)     Reflects the proposed maximum aggregate offering price multiplied by 
	1/33 of 1%.

	Pursuant to Rule 416(a) under the Act, the amount of securities 
	registered under this Registration Statement shall include an 
	indeterminate number of additional Common Stock that may become 
	issuable pursuant to the anti-dilution provisions of the Plan.

	In addition, pursuant to Rule 416(c) under the Act, this Registration 
	Statement also covers an indeterminate amount of interests to be 
	offered or sold pursuant to the employee benefit plan described herein.

	      Total Sequentially         Exhibit Index is on
	      Numbered Pages: 13         Sequentially Numbered
					 Page: 7  
					 
					 
					 
			  FORM S-8 REGISTRATION STATEMENT
			  -------------------------------

			  INTERSTATE BAKERIES CORPORATION
			  -------------------------------
				   
				      Part I

Item 1. Plan Information.

	The documents containing the information specified in Part I of 
	Form S-8 which are to be delivered to participants in the registrant's 
	1996 Stock Incentive Plan (the "Plan") have not been filed with the 
	Commission pursuant to the Note to Part I of Form S-8.

Item 2. Registrant Information and Employee Plan Annual Information.

	The registrant agrees to provide the participants in the Plan without 
	charge, upon written or oral request, the documents incorporated by 
	reference in Item 3 of Part II of this Registration Statement.  The 
	documents incorporated by reference in Item 3 of Part II are 
	incorporated by reference into the Section 10(a) prospectus.  The 
	registrant will also provide to the participants in the Plan without 
	charge, upon written or oral request, the other documents required to 
	be delivered pursuant to Rule 428 of the Act, including the 
	registrant's annual report to security holders for its latest fiscal 
	year, the registrant's annual report on Form 10-K for its last fiscal 
	year and copies of all reports, proxy statements and other 
	communications distributed to its security holders generally.

				    Part II
	 
Item 3. Incorporation of Documents by Reference.

	The following documents are hereby incorporated herein by reference 
	in the Registration Statement:

	(a)     The registrant's latest annual report;

	(b)     All other reports filed pursuant to Section 13(a) or 15(d) 
		of the Exchange Act since the end of the fiscal year covered 
		by the registrant's latest annual report;

	(c)     The description of the registrant's Common Stock contained in 
		the Form 8-A Registration Statement filed under Section 12 
		of the Exchange Act, including any amendments or reports 
		updating such description.

	All documents subsequently filed by the registrant pursuant to 
	Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 
	1934, prior to the filing of a post-effective amendment which indicates 
	that all securities offered have been sold or which deregisters all 
	securities then remaining unsold, shall be deemed incorporated by 
	reference in the Registration Statement and to be part thereof from 
	the date of filing of such documents.

Item 4. Description of Securities.

	Not applicable.

Item 5. Interests of Named Experts and Counsel.

	Not applicable.

Item 6. Indemnification of Directors and Officers.

	Article Seventh of the Certificate of Incorporation of the registrant 
	provides that the registrant shall, to the fullest extent permitted by 
	Section 145 of the Delaware General Corporation Law (the "DGCL"), 
	indemnify all persons whom it may indemnify pursuant thereto and shall 
	advance expenses of litigation to directors and officers in accordance 
	with the procedures and  limitations set forth on the registrant's 
	bylaws.

	Section 145 of the DGCL provides that a corporation may indemnify 
	any person who was or is a party or is threatened to be made a party 
	to any threatened, pending or completed action, suit or proceeding, 
	whether civil, criminal, administrative or investigative (other than 
	an action by or in the right of the corporation) by reason of the fact 
	that he is or was a director, officer, employee or agent of the 
	corporation, or is or was serving at the request of the corporation 
	as a director, officer, employee or agent of another corporation, 
	partnership, joint venture, trust or other enterprise, against 
	expenses (including attorneys' fees), judgments, fines and amounts 
	paid in settlement actually and reasonably incurred by him in 
	connection with such action, suit or proceeding if he acted in good 
	faith and in a manner he reasonably believed to be in or not opposed 
	to the best interests of the corporation, and, with respect to any 
	criminal action or proceeding, had no reasonable cause to believe his 
	conduct was unlawful.

	Section 145 of the DGCL further provides that a corporation may 
	indemnify any person who was or is a party or is threatened to be 
	made a party to any threatened, pending or completed action or suit by 
	or in the right of the corporation to procure a judgment in its favor 
	by reason of the fact that he is or was a director, officer, employee 
	or agent of the corporation, or is or was serving at the request of the 
	corporation as a director, officer, employee or agent of another 
	corporation, partnership, joint venture, trust or other enterprise 
	against expenses (including attorneys' fees) actually and reasonably 
	incurred by him in connection with the defense or settlement of such 
	action or suit if he acted in good faith and in a manner he reasonably 
	believed to be in or not opposed to the best interests of the 
	corporation and except that no indemnification shall be made in respect 
	of any claim, issue or matter as to which such person shall have been 
	adjudged to be liable to the corporation unless and only to the extent 
	that the Court of Chancery or the court in which such action or suit 
	was brought shall determine upon application that, despite the 
	adjudication of liability but in view of all the circumstances of the 
	case, such person is fairly and reasonably entitled to indemnity for 
	such expenses which the Court of Chancery or such other court shall 
	deem proper.

	Section 145 of the DGCL also provides that to the extent that a 
	director, officer, employee or agent of a corporation has been 
	successful on the merits or otherwise in defense of any action, suit 
	or proceeding to which he is to be indemnified under Section 145, or in 
	defense of any claim, issue or matter therein, he shall be indemnified 
	against expenses.

	With respect to insurance, Section 145 of the DGCL states that a 
	corporation shall have power to purchase and maintain insurance on 
	behalf of any person who is or was a director, officer, employee or 
	agent of the corporation, or is or was serving at the request of the 
	corporation as a director, officer, employee or agent of another 
	corporation, partnership, joint venture, trust or other enterprise 
	against any liability asserted against him and incurred by him in any 
	such capacity, or arising out of his status as such, whether or not the 
	corporation would have the power to indemnify him against such 
	liability under Section 145 of the DGCL.

	Article VIII of the bylaws of the registrant provides that the 
	registrant shall indemnify all directors, officers, and employees or 
	agents to the fullest extent permitted, and in the manner provided by 
	the DGCL, whenever they are defendants in any legal or administrative 
	proceeding by reason of their relationship with the registrant.  
	Article VIII also sets forth the manner by which the registrant shall 
	advance expenses of litigation to directors and officers and the 
	procedure for indemnification thereunder.  Article VIII of the bylaws 
	further provides that the registrant shall purchase and maintain 
	insurance on behalf of, among others, any person who is or was or has 
	agreed to become a director, officer, employee or agent of the 
	registrant, against any liability asserted against him or her and 
	incurred by him or her or on his or her behalf in any such capacity, 
	or arising out of his or her status as such, whether or not the 
	registrant would have the power to indemnify him or her against such 
	liability provided that such insurance is available on acceptable 
	terms as determined by a vote of a majority of the entire Board of 
	Directors.

Item 7. Exemption from Registration Claimed.

	Not applicable.

Item 8. Exhibits.

  No.
  ---
  4.1   The registrant's Restated Certificate of Incorporation, filed as an 
	exhibit to the registrant's Registration Statement on Form S-1, filed 
	May 24, 1991 (File No. 33-40830), as amended, is hereby incorporated 
	by reference.

  4.2   Amended Article FOURTH of the registrant's Restated Certificate of 
	Incorporation, filed as an exhibit to the registrant's Annual Report 
	on Form 10-K, filed on August 30, 1995, is hereby incorporated by 
	reference.

  4.3   The registrant's Restated Bylaws, filed as an exhibit to the 
	registrant's Annual Report on Form 10-K, filed August 30, 1991, is 
	hereby incorporated by reference.

  4.4   The Company's 1996 Stock Incentive Plan, filed as an exhibit to the 
	Company's Definitive Proxy Statement for the Annual Meeting of 
	Stockholders held September 24, 1996, is hereby incorporated by 
	reference.

  5.1   Opinion of Shook, Hardy & Bacon L.L.P.

 23.1   Consent of Shook, Hardy & Bacon L.L.P. (contained in exhibit 5.1).

 23.2   Consent of Deloitte & Touche, LLP.

 24.    Powers of Attorney (contained on signature pages hereto).

Item 9. Undertakings.

	The undersigned registrant hereby undertakes as follows:

	That, for the purpose of determining any liability under the Securities 
	Act of 1933, each such post-effective amendment shall be deemed to 
	be a new registration statement relating to the securities offered 
	therein, and the offering of such securities at that time shall be 
	deemed to be the initial bona fide offering thereof.

	To remove from registration by means of a post-effective amendment 
	any of the securities being registered which remain unsold at the 
	termination of the offering.

	That, for purposes of determining any liability under the Securities 
	Act of 1933, each filing of the registrant's annual report pursuant to 
	section 13(a) or section 15(d) of the Securities Exchange Act of 1934 
	(and, where applicable, each filing of an employee benefit plan's 
	annual report pursuant to section 15(d) of the Securities Exchange Act 
	of 1934) that is incorporated by reference in the registration 
	statement shall be deemed to be a new registration statement relating 
	to the securities offered therein, and the offering of such securities 
	at that time shall be deemed to be the initial bona fide offering 
	thereof.

	Insofar as indemnification for liabilities arising under the Securities 
	Act of 1933 may be permitted to directors, officers and controlling 
	persons of the registrant pursuant to the foregoing provisions, or 
	otherwise, the registrant has been advised that in the opinion of the 
	Securities and Exchange Commission such indemnification is against 
	public policy as expressed in the Act and is, therefore, unenforceable.  
	In the event that a claim for indemnification against such liabilities 
	(other than the payment by the registrant of expenses incurred or paid 
	by a director, officer or controlling person of the registrant in the 
	successful defense of any action, suit or proceeding) is asserted by 
	such director, officer or controlling person in connection with the 
	securities being registered, the registrant will, unless in the opinion 
	of its counsel the matter has been settled by controlling precedent, 
	submit to a court of appropriate jurisdiction the question whether 
	such indemnification by it is against public policy as expressed in the 
	Act and will be governed by the final adjudication of such issue.
	
	
	
				  SIGNATURES

	The Registrant.  Pursuant to the requirements of the Securities Act 
	of 1933, Interstate Bakeries Corporation certifies that it has 
	reasonable grounds to believe that it meets all of the requirements 
	for filing on Form S-8 and has duly caused this Registration Statement 
	to be signed on its behalf by the undersigned thereunto duly 
	authorized, in the City of Kansas City, State of Missouri, on 
	October 4, 1996.

					     INTERSTATE BAKERIES CORPORATION

					     By:  /s/ Charles A. Sullivan
						 ------------------------
						    Charles A. Sullivan
						 Chairman of the Board and
						  Chief Executive Officer

				POWER OF ATTORNEY

	KNOW ALL MEN BY THESE PRESENTS, that each person whose signature 
	appears below constitutes and appoints Charles A. Sullivan and 
	Ray Sandy Sutton and each of them, his true and lawful attorneys-in
	-fact and agents, with full power of substitution and resubstitution, 
	for him and in his name, place and stead, in any and all capacities, 
	to sign any and all amendments (including post-effective amendments) 
	to this Registration Statement and to file the same with all exhibits 
	thereto, and other documents in connection therewith, with the 
	Securities and Exchange Commission, granting unto said attorneys-in
	-fact and agents, and each of them, full power and authority to do 
	and perform each and every act and thing requisite and necessary to be 
	done, as fully to all intents and purposes as he might or could do in 
	person, hereby ratifying and confirming all that said attorneys-in-fact 
	and agents, or any of them or their or his substitute or substitutes, 
	may lawfully do or cause to be done by virtue hereof. 
	
	
	
	
	Pursuant to the requirements of the Securities Act of 1933, this 
	Registration Statement has been signed by the following persons in the 
	capacities and on the date indicated.

       Signature                    Title                         Date
       ---------                    -----                         ----

/s/ Charles A. Sullivan     Chairman of the Board           October 4, 1996
--------------------------  Chief Executive Officer and
Charles A. Sullivan         Director
			    (Principal Executive Officer)

/s/ Paul E. Yarick          Vice President & Treasurer      October 4, 1996
--------------------------  (Principal Financial Officer)
Paul E. Yarick               

/s/ John F. McKenny         Vice President and Corporate    October 4, 1996
--------------------------  Controller
John F. McKenny             (Principal Accounting Officer)

/s/ G. Kenneth Baum         Director                        October 4, 1996
--------------------------  
G. Kenneth Baum

/s/ Leo Benatar             Director                        October 4, 1996
--------------------------     
Leo Benatar

/s/ E. Garrett Bewkes, Jr.  Director                        October 4, 1996
--------------------------  
E. Garrett Bewkes, Jr.

/s/ Philip Briggs           Director                        October 4, 1996
--------------------------  
Philip Briggs

/s/ James R. Elsesser       Director                        October 4, 1996
--------------------------
James R. Elsesser

/s/ Robert B. Calhoun, Jr.  Director                        October 4, 1996
--------------------------  
Robert B. Calhoun, Jr.

/s/ Frank E. Horton         Director                        October 4, 1996
--------------------------  
Frank E. Horton

/s/ William P. Stiritz      Director                        October 4, 1996
--------------------------
William P. Stiritz

   
			INTERSTATE BAKERIES CORPORATION

				   FORM S-8

EXHIBIT INDEX
--------------

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

4.1*     The Interstate Bakeries Corporation Restated
	 Certificate of Incorporation was filed as an
	 exhibit to the Registration Statement on Form
	 S-1, filed May 24, 1991 (File No. 33-40830), as
	 amended, and is hereby incorporated by reference.

4.2*     Amended Article FOURTH to the Interstate Bakeries
	 Corporation was filed as an exhibit to the Annual
	 Report on Form 10-K on August 30, 1995, and is
	 hereby incorporated by reference.

4.3*     The Interstate Bakeries Corporation Restated
	 Bylaws were filed as an exhibit to the Annual
	 Report on Form 10-K on August 30, 1991 and are
	 duly incorporated by reference.

4.4*     Interstate Bakeries Corporation 1996 Stock
	 Incentive Plan was filed as an exhibit to the  
	 Company's Definitive Proxy Statement for the 
	 Annual Meeting of Stockholders held September 24, 
	 1996 and is hereby incorporated by reference.

5.1      Opinion of Shook, Hardy & Bacon L.L.P.                     

23.1     Consent of Shook, Hardy & Bacon L.L.P. (included
	 within exhibit 5.1)

23.2     Consent of Deloitte & Touche, LLP

24       Powers of Attorney (contained on signature pages
	 hereto).

-------------------
 * Previously Filed