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 4, 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 March 4, 2002, announcing its
participation in an industry conference with internet access available to the
public.

     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: Senior Vice President and
                                                 Chief Financial Officer

Date:  March 4, 2002




EXHIBIT INDEX



       Exhibit No.                                              Exhibit
       -----------                                              -------
                       
          99.1             Panera Press Release, dated March 4, 2002.