FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * BEATY MICHAEL A   2. Issuer Name and Ticker or Trading Symbol FLOWERS FOODS INC [FLO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP / Supply Chain (Last) (First) (Middle) 1919 FLOWERS CIRCLE 3. Date of Earliest Transaction (Month/Day/Year) 02/23/2011 (Street) THOMASVILLE, GA 31757 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 02/23/2011   M   4,240 A $ 0 116,512 D   Common Stock 02/23/2011   F   1,466 D $ 26.47 115,046 D   Common Stock               1,237 (8) I By 401(k) Common Stock               1,081 I By Spouse (3)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Award (2)

$ 0

02/23/2011

D

1,060

02/09/2011

(1)

Common Stock

0

$ 0

4,240

D

Restricted Stock Award (2)

$ 0

02/23/2011

M

4,240

02/09/2011

(1)

Common Stock

4,240

$ 0

0

D

Option (Right to Buy) (2)

$ 9.34

07/16/2007

07/16/2013

Common Stock

55,087

55,087

D

Option (Right to Buy) (2)

$ 18.68

01/03/2009

01/03/2013

Common Stock

19,275

19,275

D

Option (Right to Buy) (2)

$ 19.57

02/05/2010

02/05/2014

Common Stock

27,075

27,075

D

Option (Right to Buy) (2)

$ 24.75

02/04/2011

02/04/2015

Common Stock

24,750

24,750

D

Option (Right to Buy) (2)

$ 23.84

02/09/2012

02/09/2016

Common Stock

25,800

25,800

D

Option (Right to Buy) (2)

$ 25.01

02/09/2013

02/09/2017

Common Stock

28,100

28,100

D

Restricted Stock Award (2)

$ 0 (4)

02/09/2012

(1)

Common Stock

4,400

4,400

D

Option (Right to Buy) (2)

$ 24.47

02/10/2014

02/10/2018

Common Stock

34,150

34,150

D

Restricted Stock Award (2)

$ 0 (6)

(7)

(5)

Common Stock

5,150

5,150

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
BEATY MICHAEL A 1919 FLOWERS CIRCLE THOMASVILLE, GA 31757			EVP / Supply Chain

Signatures

/s/ Stephen R. Avera, Agent		02/25/2011
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Grant expires on Exercisable Date if performance measures are not met.
(2)	Granted pursuant to the Flowers Foods, Inc. 2001 Equity and Performance Incentive Plan.
(3)	Beneficial ownership is disclaimed.
(4)	In accordance with the terms of the 2010 Restricted Stock Award Agreement, the performance shares awarded do not have a conversion or exercise price.
(5)	Grant expires on the vesting date if performance measures are not met.
(6)	In accordance with the terms of the 2011 Restricted Stock Award Agreement, the performance shares awarded do not have a conversion or exercise price.
(7)	The company anticipates that in accordance with the terms of the 2011 Restricted Stock Award Agreement the vesting date of the performance shares awarded shall be the date of the filing of the company's Annual Report on Form 10-K with the SEC in 2013.
(8)	Total includes exempt acquisitions of shares allocated to reporting person in Issuer's 401(k) Plan, as of 12/31/2010.

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