SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D. C. 20549
                        _________________
                                
                            FORM S-8
                     REGISTRATION STATEMENT
                              Under
                   THE SECURITIES ACT OF 1933
                        _________________
                                
                 KASH N' KARRY FOOD STORES, INC.
       (exact name of issuer as specified in its charter)
                                
           Delaware                          95-4161591
(State or other jurisdiction of           (I.R.S. Employer
incorporation or organization)          Identification No.)

                        6422 Harney Road
                      Tampa, Florida  33610
      (Address of Principal Executive Offices and Zip Code)
                                
                 KASH N' KARRY FOOD STORES, INC.
          1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                    (Full title of the plan)
                                
                      ROBERT S. BOLT, ESQ.
              Barnett, Bolt, Kirkwood & Long, P.A.
                     601 Bayshore Boulevard
                            Suite 700
                      Tampa, Florida  33606
                         (813) 253-2020
  (Name, address and telephone number, including area code, of
                       agent for service)
                                
                 CALCULATION OF REGISTRATION FEE
================================================================
                         Proposed    Proposed
Title of                 maximum     maximum     
securities   Amount      offering    aggregate   Amount of
to be        to be       price per   offering    registration
registered   registered  share*      price*      fee
================================================================
Common Stock 54,000
(par value   shares      $ 22.50     $1,215,000  $ 418.97
$0.01)
================================================================
*Estimated solely for the purpose of calculating the registration
fee  in  accordance with Rule 457(c) under the Securities Act  of
1933  based upon the average of the high and low prices  reported
on  the  composite transactions reporting system  of  the  Nasdaq
National Market on March 11, 1996.
<PAGE>
                             PART II
                                
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by References
     
     The  following  documents filed or  to  be  filed  with  the
Securities and Exchange Commission are incorporated by  reference
in this Registration Statement:
          
          (a)   the  latest annual report of Kash  n'  Karry
     Food  Stores,  Inc. (the "Company") filed  pursuant  to
     Section  13(a) or 15(d) of the Securities Exchange  Act
     of   1934  (the  "1934  Act")  which  contains,  either
     directly  or indirectly by incorporation by  reference,
     certified financial statements for the Company's latest
     fiscal year for which such statements have been filed;
          
          (b)   all  other reports filed pursuant to Section
     13(a) or 15(d) of the Exchange Act since the end of the
     fiscal year covered by the annual report referred to in
     paragraph (a) above; and
          
          (c)  the description of the Company's Common Stock
     contained  in  the Company's Registration Statement  on
     Form  8-A,  filed  under the 1934  Act,  including  any
     amendment  or report filed for the purpose of  updating
     such description.
     
     All documents subsequently filed by the Company pursuant  to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all
securities  offered  have  been sold  or  which  deregisters  all
securities  then  remaining  unsold,  shall  be  deemed   to   be
incorporated by reference in this Registration Statement  and  to
be a part hereof from the date of filing such documents.

Item 4.   Description of Securities
          
          Not applicable.

Item 5.   Interests of Named Experts and Counsel
          
          Not applicable.

Item 6.   Indemnification of Directors and Officers
     
     Section 145 of the Delaware General Corporation Law ("DGCL")
permits a Delaware corporation to indemnify any person who is  or
was  a  director, officer, employee and agent of the corporation,
or  who is or was serving at the request of the corporation as  a

                               -2-<PAGE>
director,  officer, employee or agent of another  corporation  or
enterprise,  against  actual and reasonable  expenses  (including
attorneys' fees) incurred by such person in connection  with  any
action, suit or proceeding if (i) he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and (ii) in the case of a  criminal
proceeding, he had no reasonable cause to believe his conduct was
unlawful.  Except as ordered by a court, no indemnification shall
be  made in connection with any proceeding brought by or  in  the
right of the Company where the person involved is adjudged to  be
liable to the Company.
     
     Article  XV  of  the  Bylaws  of the  Company  provides  for
indemnification of the officers and directors of the  Company  to
the  full  extent  permitted by law, as now in  effect  or  later
amended.
     
     The  Company has entered into indemnity agreements with each
of   its   directors  and  executive  officers.   The   indemnity
agreements  generally indemnify such persons against  liabilities
arising  out  of their service in their capacities as  directors,
officers,  employees or agents of the Company.  The  Company  may
from time to time enter into indemnity agreements with additional
individuals who become officers and/or directors of the Company.
     
     Section 145 of the DGCL further authorizes a corporation  to
purchase and maintain insurance on behalf of any person who is or
was a director, officer, employee or agent of the corporation, or
is  or  was  serving  at  the request of  the  corporation  as  a
director,  officer, employee or agent of another  corporation  or
enterprise,  against  any  liability  asserted  against  him  and
incurred  by  him  in any such capacity, or arising  out  of  his
status  as  such, whether or not the corporation would  otherwise
have  the power to indemnify him under Section 145.  The  Company
maintains policies insuring the Company's directors and executive
officers  against certain liabilities for actions taken  in  such
capacities, including liabilities under the Securities Act.
     
     Article  Seventh  of the Company's Restated  Certificate  of
Incorporation limits under certain circumstances the liability of
the  Company's directors for a breach of their fiduciary duty  as
directors.  These provisions do not eliminate the liability of  a
director  (i) for a breach of the director's duty of  loyalty  to
the  Company or its shareholders, (ii) for acts or omissions  not
in  good  faith  or  which involve intentional  misconduct  or  a
knowing  violation of law, (iii) under Section 174  of  the  DGCL
(relating  to  the  declaration  of  dividends  and  purchase  or
redemption of shares in violation of the DGCL), or (iv)  for  any
transaction from which the director derived an improper  personal
benefit.




                               -3-<PAGE>
     At  present,  there is no pending litigation  or  proceeding
involving  a  director  or officer of the  Company  as  to  which
indemnification is being sought nor is the Company aware  of  any
threatened   litigation   that   may   result   in   claims   for
indemnification  by  any officer, director  or  employee  of  the
Company.

Item 7.   Exemption from Registration Claimed
          
          Not applicable.

Item 8.   Exhibits
   
   3(i)(a)   Restated Certificate of Incorporation filed with the
             Delaware  Secretary of State on  December  29,  1994
             (previously  filed as Exhibit 3(i) to the  Company's
             Quarterly  Report on Form 10-Q for the period  ended
             January   29,   1995,   which  exhibit   is   hereby
             incorporated by reference).
   
   3(i)(b)   Certificate  of  Designations  of  Series  A  Junior
             Participating   Preferred  Stock  filed   with   the
             Secretary of State of the State of Delaware on April
             26, 1995 (previously filed as Exhibit 3(i)(b) to the
             Company's   Registration  Statement  on  Form   S-1,
             Registration No. 33-58999, which exhibit  is  hereby
             incorporated by reference).
   
   3(ii)(a)  Bylaws adopted October 12, 1988 (previously filed as
             Exhibit  3(ii)(a) to the Company's Quarterly  Report
             on  Form 10-Q for the period ended January 29, 1995,
             which exhibit is hereby incorporated by reference).
   
   3(ii)(b)  First  Amendment  to Bylaws adopted  July  30,  1991
             (previously  filed  as  Exhibit  3(ii)(b)   to   the
             Company's  Quarterly Report on  Form  10-Q  for  the
             period  ended  January 29, 1995,  which  exhibit  is
             hereby incorporated by reference).
   
   3(ii)(c)  Second Amendment to Bylaws adopted December 29, 1994
             (previously  filed  as  Exhibit  3(ii)(c)   to   the
             Company's  Quarterly Report on  Form  10-Q  for  the
             period  ended  January 29, 1995,  which  exhibit  is
             hereby incorporated by reference).
   
   3(ii)(d)  Third  Amendment to Bylaws adopted  April  13,  1995
             (previously  filed  as  Exhibit  3(ii)(d)   to   the
             Company's  Quarterly Report on  Form  10-Q  for  the
             period ended April 30, 1995, which exhibit is hereby
             incorporated by reference).



                               -4-<PAGE>
   4         Kash  n'  Karry Food Stores, Inc. 1995  Non-Employee
             Director  Stock  Option Plan  (previously  filed  as
             Exhibit   10.7(a)  to  the  Company's   Registration
             Statement  on  Form S-1, Registration No.  33-58999,
             which exhibit is hereby incorporated by reference).
   
   5         Opinion  of  Barnett, Bolt, Kirkwood &  Long  (filed
             herewith).
   
   23 (a)    Consent of Coopers & Lybrand, LLP. (filed herewith).
   
   23 (b)    Consent   of   KPMG  Peat  Marwick,  L.L.P.   (filed
             herewith).
   
   23 (c)    Consent  of Barnett, Bolt, Kirkwood & Long (included
             in Exhibit 5).
   
   24        Powers of Attorney (included on signature page).

Item 9.   Undertakings

(a)  The undersigned registrant hereby undertakes:
     
     (1)  To file, during any period in which offers or sales are
being  made,  a  post-effective amendment  to  this  Registration
Statement:
     
           (i)   To  include any prospectus required  by  Section
10(a)(3) of the Securities Act of 1933 (the "Securities Act");
     
          (ii)   To reflect in the prospectus any facts or events
arising  after  the effective date of the Registration  Statement
(or  the  most  recent post-effective amendment  thereof)  which,
individually or in the aggregate, represent a fundamental  change
in  the  information  set  forth in the  Registration  Statement;
notwithstanding the foregoing, any increase or decrease in volume
of  securities  offered (if the total dollar value of  securities
offered  would  not  exceed that which was  registered)  and  any
deviation  from  the  low or high end of  the  estimated  maximum
offering  range may be reflected in the form of prospectus  filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the  changes  in  volume and price represent no more  than  a  20
percent change in the maximum aggregate offering price set  forth
in  the  "Calculation of Registration Fee" table in the effective
Registration Statement; and
     
         (iii)   To include any material information with respect
to  the  plan  of  distribution not previously disclosed  in  the
Registration Statement or any material change to such information
in the Registration Statement;


                               -5-<PAGE>
provided,  however, that paragraphs (a)(1)(i) and  (a)(1)(ii)  do
not  apply if the Registration Statement is on Form S-3, Form S-8
or  Form  F-3, and the information required to be included  in  a
post-effective  amendment  by those paragraphs  is  contained  in
periodic  reports  filed with or furnished  to  the  SEC  by  the
registrant  pursuant to Section 13 or 15(d) of the  Exchange  Act
that are incorporated by reference in the Registration Statement.
     
     (2)   That,  for  the purpose of determining  any  liability
under  the  Securities  Act, each such  post-effective  amendment
shall  be  deemed to be a new registration statement relating  to
the   securities  offered  therein,  and  the  offering  of  such
securities  at that time shall be deemed to be the  initial  bona
fide offering thereof.
     
     (3)   To  remove  from  registration by  means  of  a  post-
effective amendment any of the securities being registered  which
remain unsold at the termination of the offering.

(b)   The  undersigned  registrant hereby  undertakes  that,  for
purposes  of determining any liability under the Securities  Act,
each filing of the registrant's annual report pursuant to Section
13(a)   or  Section  15(d)  of  the  Exchange  Act  (and,   where
applicable,  each  filing of an employee  benefit  plan's  annual
report  pursuant to Section 15(d) of the Exchange  Act)  that  is
incorporated by reference in the Registration Statement shall  be
deemed  to  be  a  new  registration statement  relating  to  the
securities  offered therein, and the offering of such  securities
at that time shall be deemed to be the initial bona fide offering
thereof.

(c)  Insofar as indemnification for liabilities arising under the
Securities  Act  may  be  permitted to  directors,  officers  and
controlling  persons of the registrant pursuant to the  foregoing
provisions, or otherwise, the registrant has been advised that in
the  opinion  of  the SEC such indemnification is against  public
policy  as  expressed in the Securities Act  and  is,  therefore,
unenforceable.   In  the event that a claim  for  indemnification
against  such  liabilities  (other  than  the  payment   by   the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of
any  action,  suit or proceeding) is asserted by  such  director,
officer  or  controlling person in connection with the securities
being  registered, the registrant will, unless in the opinion  of
its counsel the matter has been settled by controlling precedent,
submit  to  a  court  of  appropriate jurisdiction  the  question
whether  such indemnification by it is against public  policy  as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.



                               -6-<PAGE>
                           SIGNATURES

The  Registrant.  Pursuant to the requirements of the  Securities
Act  of  1933,  the registrant certifies that it  has  reasonable
grounds  to  believe  that it meets all of the  requirements  for
filing  on  Form  S-8  and  has  duly  caused  this  Registration
Statement  to  be  signed  on  its  behalf  by  the  undersigned,
thereunto duly authorized, in the City of Tampa and the State  of
Florida, on the 13th day of March, 1996.

                              KASH N' KARRY FOOD STORES, INC.


                              By: /s/ Ronald E. Johnson
                                 -------------------------------
                                   Ronald E. Johnson
                                   Chairman of the Board,
                                   President and Chief
                                   Executive Officer


                                
                        POWER OF ATTORNEY
     
     Each  person whose signature appears below hereby authorizes
Ronald  E. Johnson, Richard D. Coleman, or the agent for  service
named  in  this  Registration  Statement  to  file  one  or  more
amendments   (including  post-effective   amendments)   to   this
Registration Statement, which amendments may make such changes in
this  Registration  Statement as Ronald E.  Johnson,  Richard  D.
Coleman  or  such agent for service deems appropriate,  and  each
such person hereby appoints Ronald E. Johnson, Richard D. Coleman
or  such agent for service as attorney-in-fact to execute in  the
name  and on behalf of each such person, individually and in each
capacity  stated below, any such amendments to this  Registration
Statement.
     
     Pursuant to the requirements of the Securities Act of  1933,
this  Registration Statement has been signed below on March  13,
1996, by the following persons in the capacities indicated.
     
     

          Signature                Title


/s/ Ronald E. Johnson              Director, Chairman of the
-----------------------------      Board, President and Chief
RONALD E. JOHNSON                  Executive Officer
                                   (Principal Executive Officer)
                                <PAGE>
/s/ Richard D. Coleman             Senior Vice President,
-----------------------------      Administration, Chief
RICHARD D. COLEMAN                 Financial Officer
                                   (Principal Financial Officer)

/s/ Marvin H. Snow, Jr.    
-----------------------------      Vice President, Controller
MARVIN H. SNOW, JR.                (Principal Accounting Officer)

/s/ Everett L. Buckardt    
-----------------------------      Director
EVERETT L. BUCKARDT

/s/ John G. Danhakl        
-----------------------------      Director
JOHN G. DANHAKL

                     
-----------------------------      Director
JOHN J. DELUCCA

                            
-----------------------------      Director
JENNIFER HOLDEN DUNBAR

/s/ Ben Evans
-----------------------------      Director
BEN EVANS

/s/ Thomas W. Harberts
-----------------------------      Director
THOMAS W. HARBERTS

/s/ Robert Spiegel
-----------------------------      Director
ROBERT SPIEGEL

/s/ Peter Zurkow
-----------------------------      Director
PETER ZURKOW


                               <PAGE>
 
                        INDEX TO EXHIBITS

Exhibit No.         Document                           Page
-----------         --------                           ----

3(i)(a)   Restated  Certificate  of  Incorporation
          filed  with  the Delaware  Secretary  of
          State  on  December 29, 1994 (previously
          filed  as  Exhibit 3(i) to the Company's
          Quarterly  Report on Form 10-Q  for  the
          period  ended  January 29,  1995,  which
          exhibit   is   hereby  incorporated   by
          reference).

3(i)(b)   Certificate of Designations of Series  A
          Junior  Participating  Preferred   Stock
          filed with the Secretary of State of the
          State  of  Delaware on  April  26,  1995
          (previously filed as Exhibit 3(i)(b)  to
          the Company's Registration Statement  on
          Form  S-1,  Registration  No.  33-58999,
          which exhibit is hereby incorporated  by
          reference).

3(ii)(a)  Bylaws   adopted   October   12,    1988
          (previously filed as Exhibit 3(ii)(a) to
          the  Company's Quarterly Report on  Form
          10-Q  for  the period ended January  29,
          1995,    which   exhibit    is    hereby
          incorporated by reference).

3(ii)(b)  First  Amendment to Bylaws adopted  July
          30,  1991  (previously filed as  Exhibit
          3(ii)(b)   to  the  Company's  Quarterly
          Report on Form 10-Q for the period ended
          January  29,  1995,  which  exhibit   is
          hereby incorporated by reference).

3(ii)(c)  Second   Amendment  to  Bylaws   adopted
          December  29, 1994 (previously filed  as
          Exhibit   3(ii)(c)  to   the   Company's
          Quarterly  Report on Form 10-Q  for  the
          period  ended  January 29,  1995,  which
          exhibit   is   hereby  incorporated   by
          reference).

3(ii)(d)  Third  Amendment to Bylaws adopted April
          13,  1995  (previously filed as  Exhibit
          3(ii)(d)   to  the  Company's  Quarterly


<PAGE>
          Report on Form 10-Q for the period ended
          April  30, 1995, which exhibit is hereby
          incorporated by reference).

4         Kash n' Karry Food Stores, Inc. 1995 Non-
          Employee  Director  Stock  Option   Plan
          (previously filed as Exhibit 10.7(a)  to
          the Company's Registration Statement  on
          Form  S-1,  Registration  No.  33-58999,
          which exhibit is hereby incorporated  by
          reference).

5         Opinion  of  Barnett, Bolt,  Kirkwood  &
          Long  (filed herewith).

23 (a)    Consent  of  Coopers  &  Lybrand,   LLP.
          (filed herewith).

23 (b)    Consent  of  KPMG  Peat Marwick,  L.L.P.
          (filed herewith).

23 (c)    Consent  of  Barnett, Bolt,  Kirkwood  &
          Long (included in Exhibit 5).

24        Powers   of   Attorney   (included    on
          signature page).
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SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D. C. 20549
                        _________________
                                
                            FORM S-8
                     REGISTRATION STATEMENT
                              Under
                   THE SECURITIES ACT OF 1933
                        _________________
                                
                 KASH N' KARRY FOOD STORES, INC.
       (exact name of issuer as specified in its charter)
                                
           Delaware                          95-4161591
(State or other jurisdiction of           (I.R.S. Employer
incorporation or organization)          Identification No.)

                        6422 Harney Road
                      Tampa, Florida  33610
      (Address of Principal Executive Offices and Zip Code)
                                
                 KASH N' KARRY FOOD STORES, INC.
          1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                    (Full title of the plan)
                                
                      ROBERT S. BOLT, ESQ.
              Barnett, Bolt, Kirkwood & Long, P.A.
                     601 Bayshore Boulevard
                            Suite 700
                      Tampa, Florida  33606
                         (813) 253-2020
  (Name, address and telephone number, including area code, of
                       agent for service)
                                
                 CALCULATION OF REGISTRATION FEE
================================================================
                         Proposed    Proposed
Title of                 maximum     maximum     
securities   Amount      offering    aggregate   Amount of
to be        to be       price per   offering    registration
registered   registered  share*      price*      fee
================================================================
Common Stock 54,000
(par value   shares      $ 22.50     $1,215,000  $ 418.97
$0.01)
================================================================
*Estimated solely for the purpose of calculating the registration
fee  in  accordance with Rule 457(c) under the Securities Act  of
1933  based upon the average of the high and low prices  reported
on  the  composite transactions reporting system  of  the  Nasdaq
National Market on March 11, 1996.
PART II
                                
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by References
     
     The  following  documents filed or  to  be  filed  with  the
Securities and Exchange Commission are incorporated by  reference
in this Registration Statement:
          
          (a)   the  latest annual report of Kash  n'  Karry
     Food  Stores,  Inc. (the "Company") filed  pursuant  to
     Section  13(a) or 15(d) of the Securities Exchange  Act
     of   1934  (the  "1934  Act")  which  contains,  either
     directly  or indirectly by incorporation by  reference,
     certified financial statements for the Company's latest
     fiscal year for which such statements have been filed;
          
          (b)   all  other reports filed pursuant to Section
     13(a) or 15(d) of the Exchange Act since the end of the
     fiscal year covered by the annual report referred to in
     paragraph (a) above; and
          
          (c)  the description of the Company's Common Stock
     contained  in  the Company's Registration Statement  on
     Form  8-A,  filed  under the 1934  Act,  including  any
     amendment  or report filed for the purpose of  updating
     such description.
     
     All documents subsequently filed by the Company pursuant  to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all
securities  offered  have  been sold  or  which  deregisters  all
securities  then  remaining  unsold,  shall  be  deemed   to   be
incorporated by reference in this Registration Statement  and  to
be a part hereof from the date of filing such documents.

Item 4.   Description of Securities
          
          Not applicable.

Item 5.   Interests of Named Experts and Counsel
          
          Not applicable.

Item 6.   Indemnification of Directors and Officers
     
     Section 145 of the Delaware General Corporation Law ("DGCL")
permits a Delaware corporation to indemnify any person who is  or
was  a  director, officer, employee and agent of the corporation,
or  who is or was serving at the request of the corporation as  a

                               -2-
director,  officer, employee or agent of another  corporation  or
enterprise,  against  actual and reasonable  expenses  (including
attorneys' fees) incurred by such person in connection  with  any
action, suit or proceeding if (i) he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and (ii) in the case of a  criminal
proceeding, he had no reasonable cause to believe his conduct was
unlawful.  Except as ordered by a court, no indemnification shall
be  made in connection with any proceeding brought by or  in  the
right of the Company where the person involved is adjudged to  be
liable to the Company.
     
     Article  XV  of  the  Bylaws  of the  Company  provides  for
indemnification of the officers and directors of the  Company  to
the  full  extent  permitted by law, as now in  effect  or  later
amended.
     
     The  Company has entered into indemnity agreements with each
of   its   directors  and  executive  officers.   The   indemnity
agreements  generally indemnify such persons against  liabilities
arising  out  of their service in their capacities as  directors,
officers,  employees or agents of the Company.  The  Company  may
from time to time enter into indemnity agreements with additional
individuals who become officers and/or directors of the Company.
     
     Section 145 of the DGCL further authorizes a corporation  to
purchase and maintain insurance on behalf of any person who is or
was a director, officer, employee or agent of the corporation, or
is  or  was  serving  at  the request of  the  corporation  as  a
director,  officer, employee or agent of another  corporation  or
enterprise,  against  any  liability  asserted  against  him  and
incurred  by  him  in any such capacity, or arising  out  of  his
status  as  such, whether or not the corporation would  otherwise
have  the power to indemnify him under Section 145.  The  Company
maintains policies insuring the Company's directors and executive
officers  against certain liabilities for actions taken  in  such
capacities, including liabilities under the Securities Act.
     
     Article  Seventh  of the Company's Restated  Certificate  of
Incorporation limits under certain circumstances the liability of
the  Company's directors for a breach of their fiduciary duty  as
directors.  These provisions do not eliminate the liability of  a
director  (i) for a breach of the director's duty of  loyalty  to
the  Company or its shareholders, (ii) for acts or omissions  not
in  good  faith  or  which involve intentional  misconduct  or  a
knowing  violation of law, (iii) under Section 174  of  the  DGCL
(relating  to  the  declaration  of  dividends  and  purchase  or
redemption of shares in violation of the DGCL), or (iv)  for  any
transaction from which the director derived an improper  personal
benefit.

                               -3-
At  present,  there is no pending litigation  or  proceeding
involving  a  director  or officer of the  Company  as  to  which
indemnification is being sought nor is the Company aware  of  any
threatened   litigation   that   may   result   in   claims   for
indemnification  by  any officer, director  or  employee  of  the
Company.

Item 7.   Exemption from Registration Claimed
          
          Not applicable.

Item 8.   Exhibits
   
   3(i)(a)   Restated Certificate of Incorporation filed with the
             Delaware  Secretary of State on  December  29,  1994
             (previously  filed as Exhibit 3(i) to the  Company's
             Quarterly  Report on Form 10-Q for the period  ended
             January   29,   1995,   which  exhibit   is   hereby
             incorporated by reference).
   
   3(i)(b)   Certificate  of  Designations  of  Series  A  Junior
             Participating   Preferred  Stock  filed   with   the
             Secretary of State of the State of Delaware on April
             26, 1995 (previously filed as Exhibit 3(i)(b) to the
             Company's   Registration  Statement  on  Form   S-1,
             Registration No. 33-58999, which exhibit  is  hereby
             incorporated by reference).
   
   3(ii)(a)  Bylaws adopted October 12, 1988 (previously filed as
             Exhibit  3(ii)(a) to the Company's Quarterly  Report
             on  Form 10-Q for the period ended January 29, 1995,
             which exhibit is hereby incorporated by reference).
   
   3(ii)(b)  First  Amendment  to Bylaws adopted  July  30,  1991
             (previously  filed  as  Exhibit  3(ii)(b)   to   the
             Company's  Quarterly Report on  Form  10-Q  for  the
             period  ended  January 29, 1995,  which  exhibit  is
             hereby incorporated by reference).
   
   3(ii)(c)  Second Amendment to Bylaws adopted December 29, 1994
             (previously  filed  as  Exhibit  3(ii)(c)   to   the
             Company's  Quarterly Report on  Form  10-Q  for  the
             period  ended  January 29, 1995,  which  exhibit  is
             hereby incorporated by reference).
   
   3(ii)(d)  Third  Amendment to Bylaws adopted  April  13,  1995
             (previously  filed  as  Exhibit  3(ii)(d)   to   the
             Company's  Quarterly Report on  Form  10-Q  for  the
             period ended April 30, 1995, which exhibit is hereby
             incorporated by reference).

                               -4-
4         Kash  n'  Karry Food Stores, Inc. 1995  Non-Employee
             Director  Stock  Option Plan  (previously  filed  as
             Exhibit   10.7(a)  to  the  Company's   Registration
             Statement  on  Form S-1, Registration No.  33-58999,
             which exhibit is hereby incorporated by reference).
   
   5         Opinion  of  Barnett, Bolt, Kirkwood &  Long  (filed
             herewith).
   
   23 (a)    Consent of Coopers & Lybrand, LLP. (filed herewith).
   
   23 (b)    Consent   of   KPMG  Peat  Marwick,  L.L.P.   (filed
             herewith).
   
   23 (c)    Consent  of Barnett, Bolt, Kirkwood & Long (included
             in Exhibit 5).
   
   24        Powers of Attorney (included on signature page).

Item 9.   Undertakings

(a)  The undersigned registrant hereby undertakes:
     
     (1)  To file, during any period in which offers or sales are
being  made,  a  post-effective amendment  to  this  Registration
Statement:
     
           (i)   To  include any prospectus required  by  Section
10(a)(3) of the Securities Act of 1933 (the "Securities Act");
     
          (ii)   To reflect in the prospectus any facts or events
arising  after  the effective date of the Registration  Statement
(or  the  most  recent post-effective amendment  thereof)  which,
individually or in the aggregate, represent a fundamental  change
in  the  information  set  forth in the  Registration  Statement;
notwithstanding the foregoing, any increase or decrease in volume
of  securities  offered (if the total dollar value of  securities
offered  would  not  exceed that which was  registered)  and  any
deviation  from  the  low or high end of  the  estimated  maximum
offering  range may be reflected in the form of prospectus  filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the  changes  in  volume and price represent no more  than  a  20
percent change in the maximum aggregate offering price set  forth
in  the  "Calculation of Registration Fee" table in the effective
Registration Statement; and
     
         (iii)   To include any material information with respect
to  the  plan  of  distribution not previously disclosed  in  the
Registration Statement or any material change to such information
in the Registration Statement;

                               -5-
provided,  however, that paragraphs (a)(1)(i) and  (a)(1)(ii)  do
not  apply if the Registration Statement is on Form S-3, Form S-8
or  Form  F-3, and the information required to be included  in  a
post-effective  amendment  by those paragraphs  is  contained  in
periodic  reports  filed with or furnished  to  the  SEC  by  the
registrant  pursuant to Section 13 or 15(d) of the  Exchange  Act
that are incorporated by reference in the Registration Statement.
     
     (2)   That,  for  the purpose of determining  any  liability
under  the  Securities  Act, each such  post-effective  amendment
shall  be  deemed to be a new registration statement relating  to
the   securities  offered  therein,  and  the  offering  of  such
securities  at that time shall be deemed to be the  initial  bona
fide offering thereof.
     
     (3)   To  remove  from  registration by  means  of  a  post-
effective amendment any of the securities being registered  which
remain unsold at the termination of the offering.

(b)   The  undersigned  registrant hereby  undertakes  that,  for
purposes  of determining any liability under the Securities  Act,
each filing of the registrant's annual report pursuant to Section
13(a)   or  Section  15(d)  of  the  Exchange  Act  (and,   where
applicable,  each  filing of an employee  benefit  plan's  annual
report  pursuant to Section 15(d) of the Exchange  Act)  that  is
incorporated by reference in the Registration Statement shall  be
deemed  to  be  a  new  registration statement  relating  to  the
securities  offered therein, and the offering of such  securities
at that time shall be deemed to be the initial bona fide offering
thereof.

(c)  Insofar as indemnification for liabilities arising under the
Securities  Act  may  be  permitted to  directors,  officers  and
controlling  persons of the registrant pursuant to the  foregoing
provisions, or otherwise, the registrant has been advised that in
the  opinion  of  the SEC such indemnification is against  public
policy  as  expressed in the Securities Act  and  is,  therefore,
unenforceable.   In  the event that a claim  for  indemnification
against  such  liabilities  (other  than  the  payment   by   the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of
any  action,  suit or proceeding) is asserted by  such  director,
officer  or  controlling person in connection with the securities
being  registered, the registrant will, unless in the opinion  of
its counsel the matter has been settled by controlling precedent,
submit  to  a  court  of  appropriate jurisdiction  the  question
whether  such indemnification by it is against public  policy  as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                               -6-
SIGNATURES

The  Registrant.  Pursuant to the requirements of the  Securities
Act  of  1933,  the registrant certifies that it  has  reasonable
grounds  to  believe  that it meets all of the  requirements  for
filing  on  Form  S-8  and  has  duly  caused  this  Registration
Statement  to  be  signed  on  its  behalf  by  the  undersigned,
thereunto duly authorized, in the City of Tampa and the State  of
Florida, on the 13th day of March, 1996.

                              KASH N' KARRY FOOD STORES, INC.

                              By: /s/ Ronald E. Johnson
                                 -------------------------------
                                   Ronald E. Johnson
                                   Chairman of the Board,
                                   President and Chief
                                   Executive Officer

                                
                        POWER OF ATTORNEY
     
     Each  person whose signature appears below hereby authorizes
Ronald  E. Johnson, Richard D. Coleman, or the agent for  service
named  in  this  Registration  Statement  to  file  one  or  more
amendments   (including  post-effective   amendments)   to   this
Registration Statement, which amendments may make such changes in
this  Registration  Statement as Ronald E.  Johnson,  Richard  D.
Coleman  or  such agent for service deems appropriate,  and  each
such person hereby appoints Ronald E. Johnson, Richard D. Coleman
or  such agent for service as attorney-in-fact to execute in  the
name  and on behalf of each such person, individually and in each
capacity  stated below, any such amendments to this  Registration
Statement.
     
     Pursuant to the requirements of the Securities Act of  1933,
this  Registration Statement has been signed below on March  13,
1996, by the following persons in the capacities indicated.
     
     

          Signature                Title

/s/ Ronald E. Johnson              Director, Chairman of the
-----------------------------      Board, President and Chief
RONALD E. JOHNSON                  Executive Officer
                                   (Principal Executive Officer)
/s/ Richard D. Coleman             Senior Vice President,
-----------------------------      Administration, Chief
RICHARD D. COLEMAN                 Financial Officer
                                   (Principal Financial Officer)

/s/ Marvin H. Snow, Jr.    
-----------------------------      Vice President, Controller
MARVIN H. SNOW, JR.                (Principal Accounting Officer)

/s/ Everett L. Buckardt    
-----------------------------      Director
EVERETT L. BUCKARDT

/s/ John G. Danhakl        
-----------------------------      Director
JOHN G. DANHAKL

                     
-----------------------------      Director
JOHN J. DELUCCA

                            
-----------------------------      Director
JENNIFER HOLDEN DUNBAR

/s/ Ben Evans
-----------------------------      Director
BEN EVANS

/s/ Thomas W. Harberts
-----------------------------      Director
THOMAS W. HARBERTS

/s/ Robert Spiegel
-----------------------------      Director
ROBERT SPIEGEL

/s/ Peter Zurkow
-----------------------------      Director
PETER ZURKOW
INDEX TO EXHIBITS

Exhibit No.         Document                           Page
-----------         --------                           ----

3(i)(a)   Restated  Certificate  of  Incorporation
          filed  with  the Delaware  Secretary  of
          State  on  December 29, 1994 (previously
          filed  as  Exhibit 3(i) to the Company's
          Quarterly  Report on Form 10-Q  for  the
          period  ended  January 29,  1995,  which
          exhibit   is   hereby  incorporated   by
          reference).

3(i)(b)   Certificate of Designations of Series  A
          Junior  Participating  Preferred   Stock
          filed with the Secretary of State of the
          State  of  Delaware on  April  26,  1995
          (previously filed as Exhibit 3(i)(b)  to
          the Company's Registration Statement  on
          Form  S-1,  Registration  No.  33-58999,
          which exhibit is hereby incorporated  by
          reference).

3(ii)(a)  Bylaws   adopted   October   12,    1988
          (previously filed as Exhibit 3(ii)(a) to
          the  Company's Quarterly Report on  Form
          10-Q  for  the period ended January  29,
          1995,    which   exhibit    is    hereby
          incorporated by reference).

3(ii)(b)  First  Amendment to Bylaws adopted  July
          30,  1991  (previously filed as  Exhibit
          3(ii)(b)   to  the  Company's  Quarterly
          Report on Form 10-Q for the period ended
          January  29,  1995,  which  exhibit   is
          hereby incorporated by reference).

3(ii)(c)  Second   Amendment  to  Bylaws   adopted
          December  29, 1994 (previously filed  as
          Exhibit   3(ii)(c)  to   the   Company's
          Quarterly  Report on Form 10-Q  for  the
          period  ended  January 29,  1995,  which
          exhibit   is   hereby  incorporated   by
          reference).

3(ii)(d)  Third  Amendment to Bylaws adopted April
          13,  1995  (previously filed as  Exhibit
          3(ii)(d)   to  the  Company's  Quarterly
Report on Form 10-Q for the period ended
          April  30, 1995, which exhibit is hereby
          incorporated by reference).

4         Kash n' Karry Food Stores, Inc. 1995 Non-
          Employee  Director  Stock  Option   Plan
          (previously filed as Exhibit 10.7(a)  to
          the Company's Registration Statement  on
          Form  S-1,  Registration  No.  33-58999,
          which exhibit is hereby incorporated  by
          reference).

5         Opinion  of  Barnett, Bolt,  Kirkwood  &
          Long  (filed herewith).

23 (a)    Consent  of  Coopers  &  Lybrand,   LLP.
          (filed herewith).

23 (b)    Consent  of  KPMG  Peat Marwick,  L.L.P.
          (filed herewith).

23 (c)    Consent  of  Barnett, Bolt,  Kirkwood  &
          Long (included in Exhibit 5).

24        Powers   of   Attorney   (included    on
          signature page).