SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

STEVENSON BRIAN E

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
INTERSTATE BAKERIES CORP/DE/ [ IBC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
05/31/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/01/2002		J⁽¹⁾	109.2657	A	27.456	14,258.4396	D
Common Stock	07/01/2002		J⁽¹⁾	53.2663	A	28.1604	14,311.7059	D
Common Stock	08/01/2002		J⁽¹⁾	56.752	A	26.4308	14,374.9447	D
Common Stock	09/01/2002		J⁽¹⁾	20.4461	A	24.4546	14,395.3908	D
Common Stock	10/01/2002		J⁽¹⁾	60.2197	A	24.9088	14,455.6105	D
Common Stock	11/01/2002		J⁽¹⁾	59.5387	A	25.1937	14,522.2777	D
Common Stock	12/01/2002		J⁽¹⁾	62.2681	A	24.0894	17,584.5458	D
Common Stock	01/02/2003		J⁽¹⁾	66.3958	A	15.0612	17,650.9416	D
Common Stock	02/01/2003		J⁽¹⁾	97.8365	A	15.3317	17,763.3967	D
Common Stock	03/01/2003		J⁽¹⁾	97.1147	A	10.2971	17,860.5114	D
Common Stock	04/01/2003		J⁽¹⁾	100.3543	A	9.9647	17,906.8657	D
Common Stock	05/01/2003		J⁽¹⁾	151.7129	A	9.8871	18,131.3312⁽²⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option Right to Buy⁽³⁾	27.72	07/09/2002		A	20,000		07/09/2003⁽⁴⁾	07/09/2012	Common Stock	20,000	$0	20,000	D

Explanation of Responses:

1. Shares received pursuant to employee payroll deductions under the 1991 Interstate Bakeries Corporation Employee Stock Purchase Plan

2. Includes 46.9865 shares acquired pursuant to the dividend reinvestment feature of the 1991 Interstate Bakeries Corporation Employee Stock Purchase Plan

3. Stock option granted under the 1996 Stock Incentive Plan

4. Options vest in three equal annual installments with the first installment vesting on 07/09/2003

	/s/ Brian E. Stevenson	07/14/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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