8-K

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                       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 22, 2001
                                                  --------------


                            FLOWERS INDUSTRIES, INC.
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             (Exact name of registrant as specified in its charter)


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


     1919 Flowers Circle, Thomasville, GA                      31757
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    (Address of principal executive offices)                (Zip Code)


Registrant's telephone number, including area code:       (229) 226-9110
                                                    ----------------------------
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ITEM 5. OTHER EVENTS.

         On March 22, 2001, Flowers Industries, Inc. ("Flowers") issued a press
release announcing that it has determined the price to be paid for its 7.15%
Debentures due 2028 (CUSIP No. 343496AB1, the "Debentures") pursuant to the
tender offer commenced by Flowers on March 16, 2001 (the "Tender Offer"). In
addition, Flowers also announced that approximately 94.63% of the Debentures
have been tendered to date pursuant to the Tender Offer. 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 22, 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 23, 2001
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                                  EXHIBIT INDEX



  EXHIBIT NUMBER                               EXHIBIT
                  
       99.1          Press release issued by Flowers Industries, Inc., dated March 22, 2001.

EX-99.1

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                                                                    EXHIBIT 99.1

MARCH 22, 2001    COMPANY PRESS RELEASE    SOURCE: FLOWERS INDUSTRIES (NYSE:FLO)


FLOWERS INDUSTRIES, INC. PRICES OFFER FOR ITS 7.15% DEBENTURES DUE 2028;
$189,260,000 IN PRINCIPAL AMOUNT OF DEBENTURES TENDERED TO DATE


THOMASVILLE, GA--Flowers Industries, Inc. (NYSE:FLO) announced today that it has
determined the price that will be paid for its 7.15% Debentures due 2028 (CUSIP
No. 343496AB1, the "Debentures") that are tendered pursuant to the tender offer
that Flowers commenced on March 16, 2001 (the "Offer").

         The total consideration that will be paid for each $1,000 in principal
amount of Debentures is $966.98, which includes accrued and unpaid interest to,
but not including, March 26, 2001, the anticipated date of payment (the "Payment
Date").

         Pursuant to the terms of the Offer, the purchase price to be paid
pursuant to the Offer was determined by reference to a fixed spread of 220 basis
points over the yield to maturity of the 6 1/4 % U.S. Treasury Bond due May 15,
2030 (the "Reference Security"), as of 12:00 p.m., New York City time, on March
22, 2001; provided, however, that in no event would the price (the "Purchase
Price") exceed $935 or be less than $915 per $1,000 in principal amount of
Debentures (the "Collar"), plus accrued and unpaid interest thereon to (but
excluding) the date of payment. Based upon the yield on the Reference Security
as of the time that the Purchase Price was determined, the Purchase Price would
have been $955.20, which exceeded the upper limit of the Collar and, therefore,
the Purchase Price was adjusted to equal $935.00, the upper limit of the Collar.

         In addition, Flowers announced that it has been advised that
approximately $189.26 million of the $200 million in outstanding principal
amount of Debentures have been tendered as of 5:00 p.m. on March 22, 2001. The
Debentures that have been tendered to date represent approximately 94.63% of the
outstanding principal amount of Debentures.

         The Offer will expire at 10:00 a.m., New York City time, on March 26,
2001, unless the Offer is otherwise extended by the Company. The Offer is
conditioned, among certain other conditions, upon there being validly tendered
and not properly withdrawn at least $120 million in aggregate principal amount
of the outstanding Debentures (the "Minimum Tender Condition"). The principal
amount of Debentures that have been tendered as of 5:00 p.m., New York City
time, on March 22, 2001, represent in excess of the amount necessary to satisfy
the Minimum Tender Condition.

         Tendered Debentures may not be withdrawn after 5:00 p.m., New York City
time, on Friday, March 23, 2001. Thereafter, Debentures that have been tendered
may only be withdrawn if all validly tendered Debentures have not been accepted
for payment by 5:00 p.m., New York
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City time, on March 26, 2001, unless the Offer is extended by the Company or if
an event of default has occurred and is continuing under the Indenture governing
the Debentures.

         For additional information regarding the pricing, tender and delivery
procedures and conditions of the Offer, reference is made to the Offer to
Purchase and related Letter of Transmittal documents, dated March 16, 2001,
copies of which can be obtained from Morrow & Co. Inc., the Information Agent
for the Offer. Requests for assistance or additional sets of the Offer materials
may be directed to Morrow & Co. Inc. at (800) 654-2468 (banks and brokerage
firms) or (800) 607-0088 (holders). Morgan Stanley Dean Witter is the Dealer
Manager for the tender offer. Information concerning the current yield on the
Debentures can be obtained by contacting Morgan Stanley Dean Witter at (800)
624-1808.

         Flowers Industries (NYSE: FLO), headquartered in Thomasville, GA., is a
national branded baked foods company which produces and markets a full line of
fresh and frozen packaged baked foods for retail, foodservice, in-store bakery,
institutional and vend providers. These products are sold under such well-known
brands as Mrs. Smith's, Nature's Own, and Cobblestone Mill. Flowers Industries
also currently holds a majority interest in Keebler Foods.

Statements contained in this press release that are not historical facts are
forward-looking statements. 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 contained in this release and that may affect the
company's prospects in general include, but are not limited to, changes in
general economic and business conditions (including the baked foods markets),
the availability of capital on acceptable terms, actions of competitors and
customers, 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.

For additional information call: Morgan Stanley Dean Witter, (800) 624-1808 or
Flowers Industries Communications and Investor Relations Department, (912)
227-2333


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