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): October 24, 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                                 63117
           RICHMOND HEIGHTS, MO                             (Zip Code)
 (Address of principal executive offices)

                                  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 October 24, 2002, announcing its
comparable store sales for the four and twelve weeks ended October 5, 2002.

         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:   Executive Vice President, Chief
                                            Financial and Administrative Officer


Date:  October 24, 2002






EXHIBIT INDEX


       Exhibit No.                            Exhibit

          99.1             Panera Press Release, dated October 24, 2002.