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CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-3 (Nos. 333-74267 and 333-34484) and on Form S-8
(Nos. 333-2858, 333-2636, and 333-37483) of The Earthgrains Company of
our report dated April 28, 2000 relating to the financial statements,
which appears in the Annual Report to Shareholders, which is incorporated
in this Annual Report on Form 10-K.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
St. Louis, Missouri
June 19, 2000
