Exhibit 2

                            The Earthgrains Company

                             [LOGO OF EARTHGRAINS]

                             8400 Maryland Avenue
                        St. Louis, Missouri 63105-3668

                                                                   July 3, 2001

Dear fellow stockholder:

  I am pleased to inform you that on June 29, 2001, The Earthgrains Company
entered into a Merger Agreement with Sara Lee Corporation and SLC Acquisition
Corp., a wholly-owned subsidiary of Sara Lee Corporation ("SLC Acquisition").
Pursuant to the Merger Agreement, SLC Acquisition is today commencing a tender
offer (the "Offer") to purchase all outstanding shares of common stock, par
value $.01 per share, of Earthgrains (the "Shares") at a price of $40.25 per
Share. The $40.25 per Share being offered by Sara Lee Corporation represents
approximately a 54.8% premium to our closing stock price on June 29, 2001.

  The Merger Agreement provides that if the Offer is completed, SLC
Acquisition will merge with and into Earthgrains (the "Merger"). In the
Merger, each Share not acquired by SLC Acquisition in the Offer will be
converted into the right to receive the same consideration paid pursuant to
the Offer.

  Your Board of Directors has unanimously approved the Merger Agreement and
determined that the Offer and the Merger are fair to, and in the best
interests of, the stockholders of the company. Accordingly, your Board of
Directors recommends that you accept the Offer and tender your Shares pursuant
to the Offer.

  In arriving at its recommendation, the Board of Directors gave careful
consideration to a number of factors which are described in the enclosed
Schedule 14D-9, which is being filed with the Securities and Exchange
Commission, including, among other things, the opinion of UBS Warburg LLC to
the Board of Directors (the "Opinion") that, as of June 29, 2001 and subject
to the assumptions made, matters considered and limitations on the review
undertaken set forth in the Opinion, the $40.25 in cash per Share to be
received by the stockholders of the Company in the Offer and the Merger was
fair, from a financial point of view, to such holders. The full text of the
Opinion is attached to the enclosed Schedule 14D-9 and we urge you to read it
carefully and in its entirety.

  Additional information with respect to the transaction is contained in the
enclosed Schedule 14D-9, which we urge you to read carefully.

  Accompanying this letter, in addition to the Schedule 14D-9, is SLC
Acquisition's Offer to Purchase, dated July 3, 2001, and related materials,
including a Letter of Transmittal to be used for tendering your Shares. These
documents set forth the terms and conditions of the Offer and provide
instructions as to how to tender your Shares. On behalf of Earthgrains, I urge
you to read the enclosed material and consider this information carefully and
I would like to personally thank you for your time as a stockholder of
Earthgrains.

                                          Sincerely,

                                          /s/ Barry H. Beracha
                                          Barry H. Beracha
                                          Chairman & Chief Executive Officer