8-K

                       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): June 6, 2002





                              PANERA BREAD COMPANY
             (Exact name of registrant as specified in its charter)



          DELAWARE                      000-19253                04-2723701
- ----------------------------     ------------------------   -------------------
(State or Other Jurisdiction     (Commission File Number)      (IRS Employer
      of Incorporation)                                     Identification No.)

             6710 CLAYTON ROAD
           RICHMOND HEIGHTS, MO                                    63117
- ----------------------------------------                         ----------
(Address of principal executive offices)                         (Zip Code)

                                  314-633-7100
              (Registrant's telephone number, including area code)


                                 NOT APPLICABLE
          (Former name or former address, if changed since last report)













Item 9. Regulation FD Disclosure.

In accordance with General Instruction B.2. of Form 8-K, the following
information shall not be deemed to be "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended. Panera
Bread Company disclaims any intention or obligation to update or revise this
information. Attached as Exhibit 99.1, and incorporated herein by reference, is
a copy of the registrant's press release dated June 6, 2002, announcing its
comparable store sales for the four weeks ended May 18, 2002, and its revised
2003 earnings per share target.

     Attached and incorporated herein by reference in its entirety as Exhibit
99.1 is a copy of the press release.

                                    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 hereunto duly authorized.

                                  PANERA BREAD COMPANY



                                  By: /s/ William W. Moreton
                                      ------------------------------------------
                                      Name:    William W. Moreton
                                      Title:   Executive Vice President and
                                               Chief Financial Officer


Date: June 6, 2002




EXHIBIT INDEX

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

          99.1             Panera Press Release, dated June 6, 2002.

EX-99.1

PRESS RELEASE
Contact:   William W. Moreton
           Chief Financial Officer
Phone:     (314) 633-7123


             PANERA BREAD REPORTS SYSTEM-WIDE COMPARABLE BAKERY-CAFE
          SALES INCREASED 10.2% FOR THE FOUR WEEKS ENDED MAY 18, 2002,
               AND 2003 EARNINGS PER SHARE TARGET RAISED TO $1.96

St. Louis, MO, June 6, 2002 - Panera Bread Company (Nasdaq:PNRA) today reported,
in conjunction with its Annual Meeting, that system-wide comparable bakery-cafe
sales (excluding specialty bakery-cafes and closed locations) increased 10.2%
for the four weeks ended May 18, 2002. The breakdown between company-owned and
franchised bakery-cafes is as follows:



                             For the 4 weeks                  For the 20 weeks
                            ended May 18,2002                ended May 18, 2002
                            -----------------                ------------------
                                                              
Company-owned                     8.0%                              5.9%
Franchised                        11.2%                             6.8%
Total System                      10.2%                             6.5%


Average system-wide weekly sales (excluding specialty bakery-cafes and closed
locations) increased 9.7% to $35,985 for the four weeks ended May 18, 2002,
compared to $32,817 for the four weeks ended May 19, 2001.

The Company is announcing today a revised 2003 earnings target of $1.96 per
diluted share, up from the previous target of $1.85 per diluted share. The
revised 2003 earnings per share target represents a 40% increase over the 2002
earnings per share target of $1.40. The key assumptions included in the 2003
earnings target are as follows:

- -    A comparable bakery-cafe sales increase of 3% - 4%.
- -    A development target of 115 bakery-cafes (25 company-owned and 90
     franchised). This is the same development target as in 2002.
- -    Bakery-cafe margin improvements of 0.6% to 0.7% over the 2002 target, which
     was previously released.

Panera Bread Company owns and franchises bakery-cafes under the Panera Bread and
Saint Louis Bread Co. names. The company is a leader in the emerging specialty
bread/cafe category due to its unique bread combined with a quick, casual dining
experience. Additional information is available on the company's website,
www.panerabread.com.

Matters discussed in this news release, including any discussion or impact,
express or implied, on the Company's anticipated growth, operating results and
future earnings per share contain forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. The statements identified by the words "believe",
"positioned", "estimate", "project", "target", "continue", "will", "intend",
"expect", "future", "anticipates", and similar expressions express management's
present belief, expectations or intentions regarding the Company's future
performance. The Company's actual results could differ materially from those set
forth in the forward-looking statements due to known and unknown risks and
uncertainties and could be negatively impacted by a number of factors. These
factors include but are not limited to the following: the availability of
sufficient capital to the Company and the developers party to franchise
development agreements with the Company; variations in the number and timing of
bakery-cafe openings; public acceptance of new bakery-cafes; competition;
national and regional weather conditions; changes in restaurant operating costs,
particularly food and labor; and other factors that may affect retailers in
general. These and other risks are discussed from time to time in the Company's
SEC reports, including its Form 10-K for the year ended December 29, 2001.