EXHIBIT 99.2

                         FLOWERS FOODS CONFERENCE CALL
                          FIRST QUARTER 2003 EARNINGS
                                  MAY 15, 2003
                                 8:30 A.M. EST

OPERATOR: Good morning, ladies and gentlemen and welcome to the Flowers Foods
first quarter fiscal 2003 conference call. At this time all participants have
been placed on a listen-only mode and the floor will be open for questions and
comments following the presentation. If at any point you would like to register
your question, you may do so by pressing one followed by four on your
touch-tone telephone. It is now my pleasure to turn the floor over to your
hostess Vice President of Communications and Investor Relations Ms. Marta
Turner. Ms. Turner, the floor is yours.

MARTA TURNER, VICE PRESIDENT OF COMMUNICATIONS AND INVESTOR RELATIONS, FLOWERS
FOODS: Thank you, Mikala. Good morning, everyone. Thanks for joining our call.

Participating in our discussion today will be Amos McMullian, Flower Foods
Chairman of the Board and Chief Executive Officer, George Deese, President and
Chief Operating Officer, and Jimmy Woodward, Senior Vice President and Chief
Financial Officer.

George and Jimmy will deliver prepared remarks, then Amos, George and Jimmy
will be available to take your questions. At the end of the call George will
make closing comments.

Before we discuss first quarter results, I want to point your attention to our
press release and the mention that we are developing a disclosure policy that
will soon be posted on our website. We intend to do this not only to honor our
legal obligations but, even more importantly, to insure that all of our
shareholders--at the same time and on an equal basis--have a clear, thorough
and balanced picture of our business and where it's headed.

To that end, you should know our current intention is to provide only annual
sales and earnings guidance for the company. While we do expect our quarterly
earnings cycle to be more stable than in the past, given the seasonality that
was required for the now sold Mrs. Smith's business, our philosophy is that
focus on meeting quarterly earnings expectations is misplaced.

We expect to be successful in the long-term and our company will be managed to
that end, not to quarterly hits and misses. While we will move to giving only
annual guidance, we will provide you management's assessment of factors that
could impact the company's performance during the year and even for the longer
term.

We plan to continue hosting conference calls following our earnings releases,
such as our call today, that are available via our website to everyone. We also
will host at least three other events each year to help investors understand
our business. These events will include the annual shareholders meeting, one
company sponsored meeting in New York which we've tentatively scheduled for
September 2003, and one plant visit which we expect to be early in 2004.
Interested shareholders, potential shareholders and analysts are encouraged to
attend each of those events in person. We'll also broadcast those events on our
website as live video cast and the events will be archived as well.

Finally, any questions or requests for information will be coordinated by the
Investor Relations department.




Before I turn the call over to George, I must remind you that our presentation
today may contain predictions, estimates or other forward-looking statements.
Our use of the words expect, believe, or other such expressions will identify
those forward-looking statements.

While we believe them to be reasonable, these statements are subject to risks
and uncertainties that could cause actual results to differ materially. In
addition to some of the matters we'll discuss during the call, important
factors relating to our business are described in Flowers Foods filings with
the SEC.

Now, I'm please to introduce Flowers Foods' President and Chief Operating
Officer George Deese.

GEORGE DEESE, PRESIDENT AND COO, FLOWERS FOODS: Thank you, Marta. Good morning
and welcome to Flowers Foods first quarter conference call.

As most of you know, on April 25th of this year, we completed the sale of Mrs.
Smith's dessert business to the Schwan Food Company. I congratulate Schwan on
their purchase of a fine organization of outstanding bakeries and a wonderful
brand. With their knowledge of frozen business, Schwan will turn this into an
outstanding acquisition for their company.

This transaction was just as good for Flowers Foods. We are now able to focus
on our core business, bread, rolls and snack cake. And with the sale complete,
our balance sheet is in excellent shape. Jimmy will discuss that in a minute
along with first quarter results.

Before I turn the meeting to Jimmy, I want to say how proud I am of our company
and how pleased I am about our prospects for the future. Flowers Foods has
never been in a better position financially or operationally to take advantage
of the changing opportunities in the marketplace.

Our press release noted that with Mrs. Smith's dessert sale, we added the
frozen bread and roll business that we retained to our existing snack business.
We have renamed that sales group Flowers Foods Specialty Group.

Now instead of three separate operating units, we have two distinct groups,
Flowers Foods Bakery Group, which focuses on the fresh foods in the Sun Belt
states, and Flowers Foods Specialty Group, which concentrates nationwide on
frozen bread and rolls and fresh snack cakes.

With this structure, our sales groups have clearly defined missions and the
flexibility to maximize marketing opportunities in their respective areas.

Now, let's hear from Jimmy Woodward, our Senior Vice President and Chief
Financial Officer who will present our financial information.

JIMMY WOODWARD, SENIOR VICE PRESIDENT AND CFO, FLOWERS FOODS: Thank you and
good morning. If you have our release available, we'll start with our
consolidated statement of income.

As noted in the release, due to the sale of the Mrs. Smith's assets, we are
presenting statements which reflect continuing operations of the Bakery and
Specialty groups that George just mentioned and the Mrs. Smith dessert business
that was sold is shown as a discontinued operation.

The consolidated income statement for continuing operations reflect the sales
of $434.6 million, a 9.7 percent increase over last year's comparable period.

Acquisitions and volume increases primarily related to new products introduced
this quarter under our Nature's Own and Cobblestone Mill bread brand each
accounted for some 3.6 percent of the increase. The balance of the increase is
due to our sales organization's focus on execution.

Our cost of goods sold of $213.6 million is 49.16 percent of sales which is 110
basis points higher than last year's comparable period as we did experience
some higher ingredient costs and also higher employee-




related costs. Our selling and marketing and administrative expenses of $182.5
million is 41.99 percent of sales which is slightly lower than last year.

We did have some administrative cost efficiencies here but those were offset by
higher employee-related costs, in particular in the pension area and stock
appreciation rights.

The depreciation and amortization for the continuing operations of $17.2
million is slightly lower than last year and this should continue to be about
four percent of sales. We did incur a full quarter of interest expense,
however, since the senior debt was paid upon closing the sale of Mrs. Smith's,
the interest expense on the face of the statement is recorded in discontinued
operations.

The interest income that you see on the face of the statement of some $900,000
represents interest income on the distributor notes which was offset by a small
amount of interest expense on the continuing operations.

As we have previously disclosed in our SEC filings, the distributor notes carry
a 12 percent interest rate and that is not fully reflected in interest income.
We split that amount into an administrative fee that reduces selling, marketing
and admin with the balance recorded as interest income.

The tax of $8.5 million represents an effective rate of 38.5 percent which we
do expect to be our annual effective tax rate for financial reporting. As we
noted in the release, our significant tax loss carry forwards are available for
federal tax purposes and we don't expect federal tax cash to be paid this year.

The net income from continuing operations is $13.7 million or 3.14 percent of
sales, which is the 44 cents per share that you see on the face of the
statement.

The $19.3 million is the discontinued operations net of tax, which is the 62
cents loss that you see on the face of the statement related to the dessert
business of Mrs. Smith that we sold. It includes the interest expense allocated
to the discontinued operations from the senior debt and capital leases that
were repaid with proceeds. And then there's an additional approximately $8
million of transaction-related costs.

In the April 24th (CORRECTION: 8-K WAS FILED ON MAY 9TH) Form 8-K that we
filed, there was a footnote there that indicated we expect a transaction cost
of some $27.8 million. 8 million of that is reflected in the first quarter.

Our second quarter results will reflect the discontinued operations loss on the
sold business for the couple of weeks that we owned it in the second quarter.
Interest expense from that period from the 19th to the 24th and the balance of
those transaction costs that we did incur will be reported in the second
quarter financial statements.

If you turn to the segment reporting page, I did want to make note the amount
presented for the bakery group are consistent with prior year presentations.
However, you should note that the movement of the hearth bread and roll plant
in Tucker, Georgia from Mrs. Smith's to Flowers Bakeries during 2002, and the
movement of the Birmingham, Alabama plant, which is a frozen bun plant from the
Bakery Group to the Specialty Group in this current quarter, did require
changes to prior years segment data to make all the numbers comparable.

The amount presented for the Specialty Group represent the prior Flowers Snack
numbers that we have reported which then were combined with the Birmingham
frozen bun plant numbers that had previously been in Bakeries and then we had
to add the frozen bread and roll operations of Mrs. Smith's.

The determination of the frozen bread and roll split from the sold Mrs. Smith's
dessert business required numerous cost allocations that have been made on a
consistent basis in the numbers that you see. This is primarily in the
administrative cost and in shipping cost where you had frozen bread and rolls
shipped in combination with frozen desserts. So there were allocations made
there.




If you turn to the balance sheet, the balance sheet reflects the $244.3 million
of the Mrs. Smith's dessert assets that were sold. These are the net assets,
the fixed assets and tangible assets and inventory that were part of that sale.

In the transaction, we retained the accounts receivable and the accounts
payable related to the dessert business so those amounts which are essentially
awash, with each other, are in the other current assets line and the current
liability line of the balance sheet. The proceeds of the sale when combined
with cash on hand were used on April 24th to repay the senior secured credit
facilities, you see on the balance sheet of $173.4 million.

We repaid the roughly $55 million of obligations under capital lease and then
in the other debt line you see there's roughly $7.5 million shown as current
that was also repaid on that date. Also, as we previously announced, we paid a
$9 million amount to settle some Mrs. Smith's litigation related to a broker
contract. And that $9 million is reflected in this balance sheet in the current
liability section. So the combination of the net proceeds and the cash on hand
were used to repay those debts.

We have presented a quarterly cash flow statement as our cash flow will be one
of our significant strengths on an ongoing basis. You will note we had $11
million of capital spending in the quarter out of an estimated $40 million
expected for the year.

The $14.5 million shown as acquisition net of cash acquired was the Bishop
Baking acquisition we made early in the year. We did pay the $1.5 million
dividend and the quarter one debt and capital lease payments of $9.3 million
were scheduled payments made before the sale transaction.

So with that, I think that's a quick overview of the financial statements and
I'll turn it back to George.

GEORGE DEESE: Thank you, Jimmy. I'm both pleased and grateful for our first
quarter results.

In light of a weak economy, Flowers Foods 9.7 percent sales increase shows the
strength of our operating philosophies.

Our acquisitions of Ideal Baking Company in Batesville, Arkansas and Bishop
Baking Company in Cleveland, Tennessee added to our sales, customer and product
bases. These companies fit ours very well. They represent the type of strategic
acquisitions that Flowers management has used to grow our company since its
early days.

Besides the impact from our acquisitions, sales this quarter also benefited
from strong performance of Nature's Own soft variety bread brand and the growth
of Cobblestone Mills super premium bread brand and Mrs. Freshly snack cake
brands. We successfully introduced new Nature's Own new varieties earlier this
year targeted to consumers looking for breads that meet their specific dietary
needs, a reduced carbohydrate and a calcium plus loaf. These new items continue
to strengthen the country's number one soft variety bread brand and showcase
our efforts to develop and market bakery product that fits the consumer's
changing needs.

Operationally, Flowers Foods is stronger than ever. Our bakeries are among the
best in the country and we're constantly watching for ways to further improve
our efficiencies through the latest baking technology.

Our company keeps on reaping the benefits of our efficiencies. Even though
costs did go up in certain areas, as Jimmy mentioned, in our business, we were
able to post record profits in both our sales groups.

While we attribute part of this to increased branded sales, our workforce and
independent distributor network yields incredible service, our manufacturing
efficiencies and our information technology also played critical roles in our
profitability.




In fact, our information technology has become one of our strongest competitive
advantages. For example we now have more than 2,000 retail stores on our
Pay-By-Scan program. Next year, we project to be up to the 3,000 level or
roughly 30 percent of our sales will be on Pay-By-Scan program.

This system allows our independent distributors more time to display and
merchandise our products and build strong business relations with our
customers. Our customers also benefit from the streamlined administrative
functions that Pay By Scan provides.

The Pay-By-Scan system, our sales data warehouse, and other IT tools we're
developing are helping us work smarter and faster and allowing us to partner
with our customers so we can help them become more profitable. From an
operational standpoint, Flowers Foods is well positioned to serve the
marketplace's needs for fresh and frozen bread, buns, rolls and snack cake.

Now I'll turn the meeting over to Amos and he will take your questions.

AMOS MCMULLIAN, FLOWERS FOODS: Thank you, George. We'll open it up for
questions please.

OPERATOR: Thank you. The floor is now open for questions and comments. If you
do have a question or a comment please press the number 1 followed by 4 on the
your touch-tone telephone at this time. If at any point your question has been
answered, you may remove yourself from the queue by pressing the pound key. We
do ask all participants to please utilize the handset for optimum sound
quality. Please hold as we poll for questions. Our first question is coming
from Mitch Pinheiro of Janney Montgomery Scott. Please go ahead.

MITCH PINHEIRO, JANNEY MONTGOMERY SCOTT: Good morning, everyone. I had a
question, a very good quarter. The question I had is concerning your guidance.
Looks like using the numbers in the press release, it's a rough range of $1.50
to $1.80. Do those numbers include the costs that you'll incur from moving the
equipment from, you know, Crossville and the London cake lines and everything
involving those logistics?

AMOS MCMULLIAN: Well, those studies are on the way. We have that in mind. There
will be costs associated with that, with those projects. But that cost is not
exactly -- the exact cost is not all that clear to us because we have not
finalized our plans for exactly what will happen there. We are in the midst of
that. There will be costs associated with it. Some of it, will be capitalized
but others of it will be costs that will have to be absorbed out of operations.

MITCH PINHEIRO: How about, also the timing? When would you anticipate those
moves to be made? Is it in the upcoming quarter or is it later in the year?

AMOS MCMULLIAN: No, a lot of it will go on at the end of this year, and then
early into next year. It'll be late this year and early next year when all that
activity will be going on.

MITCH PINHEIRO: OK. In terms of the repayment of your long-term capital lease
obligations, how does that impact your income statement? Jimmy?

JIMMY WOODWARD: Mitch, it would have. The capital leases would have been
interest expense and depreciation. So, those numbers would have been down in
the discontinued operations, the depreciation and interest expense.

MITCH PINHEIRO: Is that why depreciation fell?

JIMMY WOODWARD: Well, on the face of the statement, the change in depreciation
from the 17.4 last year to 17.2 this year would not be related to those
equipment leases.




MITCH PINHEIRO: OK. That's right. It was assumed that it was paid off at year
end? Got you. Another question, I was looking at the 8-K, and in the purchase
agreement, the purchase price I saw stated was $175 million, you know, your
proceeds were $231 million. How do you get from one to the other?

JIMMY WOODWARD: Well the proceeds was a net proceeds calculation of the
purchase price plus a net pre-paid and inventory amount. So the acquirer paid
us cash for the pre-paids and the inventory of finished goods, raw materials,
packaging, there were spare parts, et cetera.

MITCH PINHEIRO: So that's about, you know, roughly $55 million or so?

JIMMY WOODWARD: That's correct.

MITCH PINHEIRO: And there is still an upcoming adjustment within the next 90
days for inventory, prepayment adjustment?

JIMMY WOODWARD: Right. The contract, as you were noting, did call for the
ultimate settlement or reconciliation of those pre-paids and inventories. We
don't expect anything significant there, Mitch. You know with the system that
we have, we were able to tie those down pretty tight.

Then as I mentioned in the call, we did retain the accounts receivable and
accounts payable. The payables are being paid in due course and the accounts
receivable, we certainly have focused efforts, certain of the customers are
still customers of ours and we have efforts ongoing to make sure we collect
those accounts receivable.

MITCH PINHEIRO: OK. Thanks. How about your net operating losses, did any get
transferred in the sale? Or is it just an asset sale?

JIMMY WOODWARD: No, it was purely an asset sale. So we had, as I had mentioned
before, we had some $140 million of operating losses and then we will have
these expenses all netted together so we still have that operating loss carried
forward.

MITCH PINHEIRO: OK. In terms of market conditions, fresh bread, George or Amos,
can you talk, the recent trends on private label pricing, any competitive
activity going on, you know, the level of competitive activity?

AMOS MCMULLIAN: There's always competitive activity going on, I promise you.
But it's not any significant change from what it was last quarter or the
quarter before.

MITCH PINHEIRO: So is private label just holding share? You seen any, I mean is
it still 15, 17 percent?

AMOS MCMULLIAN: Our private label sales are about 14 percent of our sales.
Private label is 14 percent of our sales.

MITCH PINHEIRO: OK.

AMOS MCMULLIAN: And that's relatively stable.

JIMMY WOODWARD: I think for the quarter, Mitch, 14 percent, it's the growth in
the brand that changed, that put our percentage a little lower than what you
heard us say before.

AMOS MCMULLIAN: That's correct.

MITCH PINHEIRO: OK. And pricing, you talked about it in the quarter 9.7 sales
growth with 3.6 each from acquisition and I guess that's volume, the 2.5
percent, is that pricing? You called it something else. I can't remember how
you phrased it.




JIMMY WOODWARD: Well, what I said was it had to do with the effective execution
which would involve anything from lower stale returns which, you know, that
increases our net sales number to product mix, et cetera.

MITCH PINHEIRO: Was there any pricing?

AMOS MCMULLIAN: Were no significant price increases in the quarter, no.

MITCH PINHEIRO: OK. Thank you.

OPERATOR: Our next question is coming from Leonard Teitelbaum of Merrill Lynch.
Please go ahead.

LEONARD TEITELBAUM, MERRILL LYNCH: Good morning. I heard some cities, I didn't
even realize were in the United States here so it's a good lesson this morning.
I have a couple of questions. One, I don't know if you answered to Mitch or not
what the depreciation expense for the year is going to be? Do we annualize this
quarter?

JIMMY WOODWARD: Yes. If you annualize the $17.2 million, that would give you --

LEONARD TEITELBAUM: Because I had it pegged at considerably lower and don't
know I put in enough for Bishop. How much is tributable to Bishop?

JIMMY WOODWARD: I don't have that number.

LEONARD TEITELBAUM: I believe it's significant.

JIMMY WOODWARD: Well, it was only the $14 million purchase price.

LEONARD TEITELBAUM: It can't be anything. I'll work it out with you offline,
but I had a number considerably less. Second of all, if my cash flow numbers
are right, you're going to have a lot of money to buy in stock. And I know one
of the reasons that I was a little off this quarter was that I had fewer shares
outstanding. I wonder if you can give us guidance on where you think you're
going to be or what your plans are for share repurchase? Are we going to be
around 30 million, are we going to be around 26 million, 28 million? Where do
you think we ought to be for the year?

AMOS MCMULLIAN: That's a hard question to answer and one that I really can't.
It's unanswerable at this time. The cash that we are going to generate is going
to be largely unencumbered.

LEONARD TEITELBAUM: Right.

AMOS MCMULLIAN: And that cash will be put to work either on capital projects or
on dividends or on stock repurchases or on acquisitions. And we'll weigh and
measure that as we go forward in each quarter going forward, based on what's
happening in the marketplace, what's happening in our company and what seems to
be the appropriate or best alternative for the use of that money at that given
time.

So you know, you could conceivably make a major acquisition and not buy any
stock back. The earnings per share would go up by the synergies and earnings of
the company that's acquired. Or you might not make an acquisition and you take
that cash flow and buy shares and earnings per share would go up because you
have reduced shares or it could be combinations thereof. It's not a
predetermined number that will depend on circumstances as we go forward.

LEONARD TEITELBAUM: Don't you have an authorization in place now?

AMOS MCMULLIAN: I do indeed. We have an authorization for 5 million shares
repurchase.

LEONARD TEITELBAUM: OK. And how much have you, and you haven't exercised any of
it, right?




AMOS MCMULLIAN: We have not exercised any of it because we could not under the
previous, until the transaction went through and our debt was gone and
therefore the restrictive covenants were gone.

LEONARD TEITELBAUM: So I got 5 million open to buy here, do you have -- why
don't you rank for us your priorities for cash from where you're sitting. You
and George sitting there saying that we prefer, what's number one on your list?
Acquisitions? Dividend increases? How would you rank the three? Down from the
low on my shares outstanding for sure.

AMOS MCMULLIAN: They are all important. We certainly believe in capital
spending. You've heard that from us for all of the years that you've been
associated, we believe in keeping our plants as efficient as you can.

The cost side that weighs in, we focus on all the time. The price side is
important but the cost side is equally as important, perhaps even more so
important. Certain costs go up and down like wheat goes up and goes down. Other
costs just go up. They don't ever go down. Social security, healthcare and all
those things.

You've either got to pass that cost on or you've got to absorb it. If you pass
it on, even if your competition will let you pass it on, the consumer may not.
The consumer has a price point out there where they consider that product as a
good value. And if you get you're price above that price point, you're in
trouble.

So we believe in capital spending so that you can absorb those cost increases
through productivity increases rather than just passing it on in price. So,
when you say is capital spending more important than acquisitions? No, but it's
very important.

We believe in dividends. We like dividends. You look at our history and we've
paid dividends and for one time there, we increased dividends every quarter for
20 years. We believe that dividends allow the shareholder to participate in the
success of the company without having to sell their stock. Now we also know
that dividends are a terribly taxed inefficient way to reward the shareholders.
Hopefully the president's suggestion, recommendations to the Congress of
eliminating double taxation on dividends will be passed and that will be a much
more tax efficient way of rewarding our shareholders. So dividends are very
important to us along with capital spending.

So you look at acquisitions. We've grown the company through acquisition not
just because we want to grow the company, but we have opportunities to
strengthen the company and clearly, Bishop and Batesville, that we bought,
acquired in the last twelve months, were examples on that. There are others out
there. They may or may not work out. If they do, we would assign a high
priority to those because it does strengthen our company. There are other
acquisition possibilities that would be attractive to us.

So how do you rank that above the dividends? They are all important to us. And
then certainly the stock buyback is important to us and it was something that I
was concerned about during the time that we sold Keebler and turned Flowers
Foods into a new company until today because we did have our financial
restrictions and could not buy the stock. And as you know, we had some days
when the stock was very cheap and it was unfortunate the company couldn't buy
stock back at that time but we were thinking it should, so that is important to
me, too.

We are in a situation here where the company is in good shape. Our balance
sheet is in the best shape it's been in the 40 years since I've been here and
operationally we're doing as well as we've ever done or better. So we're at a
point where we are in a great position. If the marketplace wants to buy the
stock, great. But if they don't, we are positioned where we can. So it's
equally great. We were not in that position the last two years. That's
important to me, too. I know I didn't answer your question but it answers it as
well philosophically as I can.

LEONARD TEITELBAUM: That's OK. I forgot the question. Let me just ask, real
quick, and then we'll let Bill and the other guys --- if I take a look at
percentages from the first quarter, Jimmy, are those the




percentages that we should use going forward in terms of SG&A expense and
unallocated general expense and use about $4 million for net interest income
for the year?

JIMMY WOODWARD: Yes, I think so.

LEONARD TEITELBAUM: So stay with the percentages and use about $4 million
interest income net.

JIMMY WOODWARD: Right. There again, we, what we've done in the release is just
purely given a sales and net income guide, and then I think you can fill in
with the percentages.

LEONARD TEITELBAUM: Thank you.

OPERATOR: Our next question is coming from Terry Bivens of Bear Stearns. Please
go ahead, sir.

TERRY BIVENS, BEAR STEARNS: Good morning, everyone. Amos, I know you dodged the
share repurchase question. Let me just ask you, would you consider the stock
attractive at current levels?

AMOS MCMULLIAN: Yes.

TERRY BIVENS: And a question, my question this morning was on Merita. There's
been a lot of talk of course from your rival there, Interstate Bakeries about
how a heretofore pretty stable brand gave them a lot of trouble. What have you
seen in changes from Merita over the past quarter or so?

AMOS MCMULLIAN: No changes last quarter that I'm aware of.

TERRY BIVENS: OK. Nothing in terms of higher promotion, marketing, that kind of
thing?

AMOS MCMULLIAN: As I said earlier, the competitors will always be with us and
they are out there. But I don't know that there's anything new or different or
unusual.

TERRY BIVENS: OK. One thing I noticed. I was in a Wal-Mart super center in
North Carolina last weekend and it does seem as though they are ordering more
of the, you know, Sara Lee has this new line of premium breads out of course.
Has that affected your business any at all? What's your view of that launch?

AMOS MCMULLIAN: Well, Terry, I'll let Sara Lee talk about their business and
I'll talk about mine. We can't be unmindful of competitive activity. But we try
to spend most of our time focused on what our game plan is and what we are
trying to attempt and do that. Now sometimes you have to quit doing what you
want to do to react to a competitive situation. But things are pretty stable
right there. There's nothing going on that we have to change our game plan.

TERRY BIVENS: OK. Great. That's it. Thank you.

OPERATOR: Once again, ladies and gentlemen, the floor does remain open for your
questions. If you do have a question or comment, please press the numbers 1
followed by 4 on your touch-tone telephone at this time. Our next question is
coming from Bob Cummins of Shields and Company. Please go ahead.

AMOS MCMULLIAN: Good morning, Bob.

BOB CUMMINS, SHIELDS & COMPANY: I'm sure as you said that you do pay attention
to what the competition are doing and based on that, I'm sure you're aware that
your competition are not doing well, specifically Sara Lee and Interstate
reporting sharp declines in earnings on their bakery business. Are there
differences in their business that account for that? Is it simply that you run
your business more effectively and therefore doing better than they are? Can
you just sort of discuss the differences between Flowers and companies of that
kind?




AMOS MCMULLIAN: It is a good question and I'll do the best I can to answer it
as briefly as I can but it won't be brief.

The difference is in our philosophy. We are essentially selling the same
products in the same market at the same prices to the same customers. So there
are a lot of similarities in our business, but there are lots of differences.
We focus on quality products. We focus on giving outrageously good service. We
focus on keeping our plants current with the latest technology so that we can
be the least cost producer.

We have changed our program to where to we have independent distributors which
is a more highly motivated, independent, small business man and we try to give
good value to the consumer. And the way is by keeping our costs in line. So
it's a culmination of the things that has been our philosophy that we worked at
over decades. Not just focusing on the price side but focusing on the cost side
as well.

To put in the equipment or the innovations that give you those productivity
increases that help you reduce costs or absorb costs so you don't have to pass
it on. So if you're trying to find the product that fits a particular segment
of the market, be sure it's great quality, that you've got good value to the
consumer, and that you've got good service to your customer, and that you've
got a good, motivated workforce who believes in the things that we believe in,
and that they're rewarded when the company is rewarded. And you've got a
management team that bought into the philosophy and is dedicated to the success
of the company, then these things work out.

It is also execution. And it is the management team that does that execution
and a brilliant plan poorly executed is not nearly as good as a mediocre plan
well-executed. And I think we've got a management team that has been with the
company a long time. They are experienced, they understand the industry, they
understand the company and they do a good job of implementing our philosophies.

BOB CUMMINS: Just let me follow-up. Do you feel you have any excess capacity in
your system? Have you looked at the possibility of consolidating any facilities
or you know, further improving you efficiency by maybe cutting back somewhat
here and there?

AMOS MCMULLIAN: Bob, we happen to be in a happy happenstance of needing more
capacity. It varies from market-to-market and plant to plant and we may have
some markets where we have better capacity utilization than others but by and
large, we are short of capacity. We will have to add capacity in several of our
markets, several of our product lines. And that will be part of our priorities
going forward and I talked about capital spending earlier, and that we will
have to add some production lines.

BOB CUMMINS: That's a good problem to have.

AMOS MCMULLIAN: I'll tell you.

BOB CUMMINS: Thank you.

OPERATOR: Thank you. Our next question is coming from Mitch Pinheiro of Janney
Montgomery Scott. Please go ahead.

MITCH PINHEIRO: A follow-up. But first just a follow to Bob's question, or your
answer in terms of needing more capacity. Would that mean that your sort of $40
million CAPEX rate, is that the maintenance rate or is there capacity expansion
in that spending?

AMOS MCMULLIAN: That $40 million is both.

MITCH PINHEIRO: How would you term the maintenance level?

AMOS MCMULLIAN: I would expect a purely maintenance level to be 30 to $35
million a year. It will vary from year-to-year, it might be better to say 25 to
$30 million on maintenance and then you'll have the rest will be--- If we build
major plants, then obviously a plant will cost more than that.




MITCH PINHEIRO: Right. So do you anticipate, I know acquisitions and other
things will change this but in the current setup, would you anticipate building
a "Greenfield" plant or is the capacity expansion able to be satisfied through
adding lines within existing facilities?

AMOS MCMULLIAN: It looks like at the moment that it will take both. That we'll
have to add production lines in existing plants, and that we will also have to
add plants. However, acquisitions could change that. You see, if you made an
acquisition that might change what you needed in the way of plants.

MITCH PINHEIRO: Bishops went a long way, I believe, to adding to your snack
cake capacity. Is that correct?

AMOS MCMULLIAN: It did add capacity but not excess capacity. Because it's
essentially Bishop was making products we were not producing. So it was all new
products to us and new customers in part. Of course, what we brought to the
party was the ability to fill up whatever unused capacity that Bishop had so
there's not going to be a lot of excess capacity at Bishop.

MITCH PINHEIRO: In terms of, are you guys going to provide historical quarterly
numbers for us for 2002? Given, sort of, making Mrs. Smith's discontinued in
those numbers?

AMOS MCMULLIAN: I don't know the answer to that. Jimmy?

JIMMY WOODWARD: Well, Mitch, as we file each Q, of course you'll see it. We
have not made plans at this point to release all the quarters for 2002 at one
time.

MITCH PINHEIRO: OK. It would be helpful, I hope you know.

JIMMY WOODWARD: I understand.

MITCH PINHEIRO: It gives a better understanding of where you were, what to
expect.

JIMMY WOODWARD: Right. OK.

MITCH PINHEIRO: The other question is in your, what's called the unallocated
corporate expense which is $8.4 million in the current quarter, do we annualize
that number or were there some special, extra cost there?

JIMMY WOODWARD: Well we did have some cost at corporate due to activities going
on. But keep in mind corporate also has some costs that we don't allocate down
to the divisions in there so I would expect you to basically to be able to
annualize that number.

MITCH PINHEIRO: And in terms of, you had a very good quarter on the top line.
You talked about the cost of goods increase, higher ingredients and employer
related. Flour, you know, the wheat crop looks pretty good here, at least it's
in the ground and looks good. It's a long way to harvest, but so far so good.
If Flowers, how much of that 110 basis point increase could be attributed to
higher flour costs? And do you reflect in your guidance anticipating any
perhaps more stable or perhaps lower flour?

AMOS MCMULLIAN: Well the one thing that you always have to be on guard against
is a runaway wheat market, which adds to your costs that you can't pass on to
customers or can't pass it on quickly. We have our hedging programs complete
that and flour costs go up and down as we go. But we try to keep it from going
up and down in small moves instead of large. But you've got other costs in
there like pension costs and healthcare costs. They don't go up and down, they
just go up. And flour goes at least up and down. So you've got some costs that
you have to constantly work on. That's where your automation and your
efficiencies come into play.




MITCH PINHEIRO: So in terms of flour. So what are you trying to say? Are you
trying to say that you anticipate sort of these levels of flour for the rest of
the year?

AMOS MCMULLIAN: Yes, that's it. You may have small moves but basically our
flour cost is covered for the year.

MITCH PINHEIRO: And energy, does energy have an impact on the quarter?

AMOS MCMULLIAN: Energy does have an impact. We have a competitive advantage
there and it impacts us less than our competition. But it clearly had an
impact. That looks like it's improving on the gasoline and diesel fuel side. It
has not improved on the natural gas side yet and may not over the remainder of
this year. Maybe next year before that improves.

MITCH PINHEIRO: All right. Thank you very much.

JIMMY WOODWARD: Mitch, I may want to just remind everybody this is a 16-week
accounting period that you're looking at which is part of what will be a
53-week year this year that we made note of that in the press release.

AMOS MCMULLIAN: So when you annualize don't multiply times four.

MITCH PINHEIRO: Got you.

OPERATOR: Thank you. Our next question is coming from Oona Elliott of
Blackrock. Please go ahead.

OONA ELLIOTT, BLACKROCK: My question has been answered.

AMOS MCMULLIAN: Thank you.

OPERATOR: Thank you. I would like to turn the conference back to George Deese
for his closing comments.

GEORGE DEESE: Thank you very much and thank you for your questions and your
interest in our company. I think you can see that this management team has
never felt better about our company. Flowers Foods does know baked foods. It's
been the bread and butter for our company since its founding in 1919.

While our company has changed, our fundamental philosophy and our management
team are still the same. Flowers' top management team has a depth of experience
that is unusual in our industry today.

And we are committed to holding firm to operating philosophies that have
created the competitive advantages we now enjoy. What are those advantages? It
is our efficient and productive high-tech bakeries, the quality of our products
and our strong brands. We have a highly motivated independent distributor
network. We have an information technology in place that helps us serve our
customers better than ever before. We are determined to hold tight to our
competitive advantages and make them even greater. We will do that by
continuing to do what has work so well for our company.

We will invest in our company, in our plants, our distribution systems and our
information technology so that we remain the country's low cost producer and
distributor of baked foods. We will invest in our brand supporting them through
advertising and promotions as well as research and development so we can
continue meeting our consumer's needs for new products.

We will give our customers what we like to call outrageously good service and
help them improve their overall sales and profitability by building their
overall bakery sales. We will invest in our employees so that Flowers Foods
will continue to have the best people in the industry when it comes to
experience, talent, dedication and motivation.




Finally we will not lose sight of our customers and consumers. We will strive
to meet or exceed the expectations of everyone who buys or enjoys our baked
products.

We're in a great position to grow our competitive advantages. Our new financial
strength will allow us to continue to invest in our bakeries, brands and
workforce. It also opens the door for more strategic acquisitions, and will
allow us to pay dividends to our shareholders and when and if the time is
right, we will buy back shares.

Through all these efforts we will continue building the value for our
shareholders. We appreciate your interest in Flowers Foods and thank you very
much for participating in today's call.

OPERATOR: Thank you, ladies and gentlemen. This does conclude this morning's
conference call. You may disconnect your lines and have a wonderful day.

END

Statements contained in this transcript 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, (a) competitive
conditions in the baked foods industry including promotional and price
competition, (b) changes in consumer demand for our products, (c) the success
of productivity improvements and new product introductions, (d) a significant
reduction in business with any of our major customers including a reduction
from adverse developments in any of our customer's business, (e) fluctuations
in commodity pricing and (f) our ability to achieve cash flow from capital
expenditures and acquisitions and the availability of new acquisitions that
build shareholder value. In addition, our results may also be affected by
general factors such as economic and business conditions (including the baked
foods markets), interest and inflation rates and such other factors as are
described in the company's filings with the Securities and Exchange Commission.