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): March 14, 2001

FLOWERS INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Georgia	1-9787	58-0244940
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS employer Identification No.)

1919 Flowers Circle, Thomasville, GA	31757
(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number, including area code:
	(229) 226-9110

ITEM 5. OTHER EVENTS.

      On March 14, 2001, Flowers Industries, Inc. (the “Company”) issued a press release announcing the record date for its merger transaction with Kellogg Company and its associated spin-off of Flowers Foods. If the merger transaction is completed, shareholders of record at the close of business on March 26, 2001 will receive a cash payment estimated to be between $12.45 and $12.60 per share, and one share of Flowers Foods common stock for every five shares of the Company’s common stock they own. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

      ITEM 7(c) – Exhibits.

99.1 Press Release Issued by Flowers Industries, Inc., dated March 14, 2001.

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.

FLOWERS INDUSTRIES, INC.
By:     /s/  G. Anthony Campbell
	Name:  G. Anthony Campbell
	Title: Secretary and General Counsel

Date: March 14, 2001

EXHIBIT INDEX

EXHIBIT NUMBER	EXHIBIT
99.1	Press Release Issued by Flowers Industries, Inc., dated March 14, 2001.

EX-99.1

   1

                                                                    EXHIBIT 99.1

- - March 14, 2001   Company Press Release   Source: Flowers Industries (NYSE:FLO)


FLOWERS INDUSTRIES ANNOUNCES RECORD DATE FOR TRANSACTION

THOMASVILLE, GA--Flowers Industries announced today that March 26, 2001 will be
the record date for the merger transaction with Kellogg Company and the
associated spin-off of Flowers Foods. If the merger transaction is completed,
shareholders of record at the close of business on March 26 will receive a cash
payment estimated to be between $12.45 and $12.60 per share, and one share of
Flowers Foods common stock for every five shares of Flowers Industries common
stock they own.

Flowers Industries mailed its definitive proxy statement to shareholders of
record on February 22, 2001. The proxy statement provides detailed information
regarding the merger of Flowers Industries with a subsidiary of Kellogg Company.
On March 26, 2001 a special meeting of Flowers Industries shareholders will be
held to vote on the merger. The merger and spin-off are expected to occur
shortly thereafter.

Statements contained in this document that are not historical facts are
forward-looking statements as defined in the Private Securities Litigation
Reform Act of 1995. All forward-looking statements are subject to risks and
uncertainties that could cause actual results to differ from those projected.
Other factors that may cause actual results to differ from the forward looking
statements in this document and that may affect the company's prospects include,
but are not limited to, changes in general economic and business conditions, the
company's ability to recover its raw materials costs in the pricing of its
products, actions of competitors, and the extent to which the company is able to
develop new products and markets for its products, and such other factors as are
described in the company's filings with the Securities and Exchange Commission.


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