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 of         (Commission File Number)         (IRS Employer Identification No.)
            Incorporation)




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



                                  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 2-for-1
stock split.

         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




                               INDEX TO EXHIBITS



EXHIBIT
NUMBER                   DESCRIPTION
- -------                  -----------
                      

   99.1                  Panera Press Release, dated June 6, 2002.

EX-99.1

                                                                    EXHIBIT 99.1

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


                   PANERA BREAD ANNOUNCES 2-FOR-1 STOCK SPLIT


St. Louis, MO, June 6, 2002 - Panera Bread Company (Nasdaq:PNRA) today reported
that the shareholders approved an amendment to the company's Certificate of
Incorporation to increase the number of authorized shares of Class A and Class B
Common Stock at the Annual Shareholders' Meeting held on June 6, 2002. The board
of directors of Panera Bread Company approved a two-for-one stock split, subject
to the increase in authorized number of shares, that will be distributed in the
form of a stock dividend. The stock dividend will be distributed to shareholders
of record as of the close of business on June 10, 2002, with a payable date of
June 24, 2002.

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.