As filed with the Securities and Exchange Commission on February 1, 1996
                                       Registration No. 33-

                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549

                                Form S-8
                         REGISTRATION STATEMENT
                                 Under
                       THE SECURITIES ACT OF 1933

                        WINN-DIXIE STORES, INC.
         (Exact name of registrant as specified in its charter)

               Florida                                   59-0514290
          (State or other jurisdiction of              (I.R.S. Employer
          incorporation or organization)               Identification No.)

         5050 Edgewood Court, Jacksonville, Florida 32254-3699
          (Address of principal executive offices) (Zip Code)
  Registrant's telephone number, including area code:  (904) 783-5000

               WINN-DIXIE KEY EMPLOYEE STOCK OPTION PLAN
                        (Full title of the plan)

                          E. Ellis Zahra, Jr.
                   Vice President and General Counsel
                        Winn-Dixie Stores, Inc.
                       Box B, General Mail Center
                    Jacksonville, Florida 32203-0297
                             (904) 783-5000
       (Name, address and telephone number of agent for service)

                               Copies to:

                             John R. Byers
                 LeBoeuf, Lamb, Greene & MacRae, L.L.P.
                           50 N. Laura Street
                               Suite 2800
                      Jacksonville, Florida 32202
                          ____________________
                    CALCULATION OF REGISTRATION FEE
_____________________________________________________________________________
                                      Proposed     Proposed
                                      Maximum      Maximum
                       Amount to      Offering     Aggregate     Amount of
 Title of Securities   be             Price Per    Offering      Registration
  to be Registered     Registered<F1> Share        Price         Fee
_____________________________________________________________________________
Common                 406,000      $22.4375<F2>  $9,109,625<F3> $3,141.25
Stock,$1.00            shares
par value

Common                 8,000        $27.9375<F2>    $223,500<F3>    $77.07
Stock,$1.00            shares
par value

Common                 566,000      $35.375<F4>  $20,022,250<F4> $6,904.22
Stock,$1.00            shares
par value
                     _________                  _____________   __________
TOTAL                  980,000                    $29,355,375   $10,122.54
                       shares
                     _________                  _____________   __________
____________________________________________________________________________

1    Plus such indeterminate number of additional shares as may become available
     for sale pursuant to the anti-dilution provisions of such Plan.  In
     addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     Registration Statement also covers an indeterminate amount of interests
     in the employee benefit plan described herein.
2    Calculated based upon the average exercise price at which such options may
     be exercised.
3    The registration fee for shares of Common Stock issuable upon exercise of
     outstanding options under the plan described herein was calculated pursuant
     to Rule 457(h) using the prices at which such options may be exercised.
4    Estimated solely for the purpose of determining the amount of the
     registration fee pursuant to Rule 457(c), using the average of the high and
     low prices of the Common Stock reported on the New York Stock Exchange on
     January 25, 1996.  These shares of Common Stock represent the shares
     issuable with respect to options that may be granted under the Plan.

     Pursuant to Rule 429, the prospectus which is a part of this Registration
Statement is a combined prospectus in compliance with the undertakings contained
in Registration Statement No. 33-50039.  Pursuant to Rule 429(b), 578,000 shares
are being carried forward from Registration Statement No. 33-50039 and in
connection therewith a filing fee of $5,080.64 was previously paid for such
578,000 shares.
<PAGE>
                           PART I

       INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Information required by Part I to be contained in the Section
10(a) prospectus is omitted from the Registration Statement in
accordance with Rule 428 under the Securities Act of 1933, as
amended (the "Securities Act of 1933") and the Note to Part I of
Form S-8.

                             PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     There are hereby incorporated by reference in this
Registration Statement the following documents heretofore filed
with the Commission pursuant to the Securities Exchange Act of
1934, as amended (the "Securities Exchange Act of 1934")
(Commission File Number 1-3657).

     (a)  The Registrant's Annual Report on Form 10-K for the
          fiscal year ended June 28, 1995.

     (b)  The Registrant's Quarterly Report on Form 10-Q for the
          quarter ended September 20, 1995.

     (c)  Description of the Registrant's Common Stock as set forth
          in the Registration Statement on Form 10 dated January
          18, 1952, as amended by that Form 8 filed on August 15,
          1991.

    All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment that
indicates that all securities offered have been sold or that
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Prospectus and to be a part
thereof from the date of filing of such documents.

    Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for
purposes hereof to the extent that a statement contained herein (or
in any other subsequently filed document that also is or is deemed
to be incorporated by reference herein) modifies or supersedes such
statement.  Any statement so modified or superseded shall not be
deemed to constitute a part hereof except as so modified or
superseded.

Item 4.   Description of Securities.

          Not Applicable

Item 5.   Interests of Named Experts and Counsel.

          Not Applicable

Item 6.   Indemnification of Directors and Officers.

    Under the provisions of Section 607.0850, Florida Statutes,
the Registrant is empowered generally to indemnify any officer or
director against liability incurred in connection with any
proceeding if such officer or director acted in good faith and in
a manner such officer or director reasonably believed to be in, or
not opposed to, the best interests of the corporation and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe his or her conduct was unlawful.

    Article XIII of the Registrant's By-Laws provides for
indemnification of directors, officers, employees and agents of the
Registrant to the fullest extent permitted by law, subject to
authorization in each specific case by majority vote of a quorum of
the Registrant's disinterested directors or shareholders, or of a
disinterested committee appointed by the Registrant's directors, or
by independent legal counsel, upon a determination that the
applicable standard of conduct prescribed by the Florida Statutes
was met.  Such indemnification may also be ordered by a court of
competent jurisdiction upon application of the director, officer,
employee or agent seeking such indemnification.

    Insofar as indemnification by the Registrant for liabilities
arising under the Securities Act of 1933, may be permitted by the
foregoing, or otherwise, the Registrant understands that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in such Act
and is, therefore, unenforceable.

    The Registrant maintains officers' and directors' indemnity
insurance covering claims made against an officer or director for
reason of actual or asserted wrongful act (meaning any breach of
duty, neglect, error, misstatement, misleading statement, omission
or other act done or wrongfully attempted).

Item 7.   Exemption from Registration Claimed.

          Not Applicable

Item 8.   Exhibits.

    Exhibits required to be filed with the Registration Statement
are listed in the following Exhibit Index.  Certain of such
exhibits that have heretofore been filed with the Commission and
that are designated by reference to their exhibit number in prior
filings are hereby incorporated herein by reference and made a part
hereof.

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;

    (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% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective Registration Statement.

    (iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement or any material change in such information
in the Registration Statement;

    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 by the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the Registration Statement.

          (2)  That, for the purpose of determining any liability
under the Securities Act of 1933, 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
of 1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) 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)  The undersigned Registrant hereby undertakes to
deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, a copy of the
latest annual report to shareholders that is incorporated in the
prospectus and furnished pursuant to and meeting the requirements
of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X is not set forth in the
prospectus, to deliver or cause to be delivered to each person to
whom the prospectus is sent or given, the latest quarterly report
that is specifically incorporated by reference in the prospectus to
provide such interim financial information.

          (d)  Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to any
provision or arrangement for such indemnification, or otherwise,
the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the 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 is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
<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 Jacksonville, State of Florida, on
the 31st day of January, 1996.

                                        WINN-DIXIE STORES, INC.
                                             (Registrant)


                                        By:  A. Dano Davis
                                             A. Dano Davis
                                             Chairman of the Board

          Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.

    (Signature)                    (Title)             (Date)


A. Dano Davis            Chairman of the Board    January 31, 1996
A. Dano Davis             (Principal Executive
                          Officer) and Director

Richard P. McCook        Financial Vice President January 31, 1996
Richard P. McCook         (Principal financial
                          officer)


D. H. Bragin             Treasurer (Principal     January 31, 1996
D. H. Bragin              accounting officer)


Robert D. Davis          Director                 January 31, 1996
Robert D. Davis


T. Wayne Davis, Jr.      Director                 January 31, 1996
T. Wayne Davis, Jr.


<PAGE>
    (Signature)               (Title)                  (Date)



Armando M. Codina        Director                 January 31, 1996
Armando M. Codina


Carleton T. Rider        Director                 January 31, 1996
Carleton T. Rider


James Kufeldt            President and            January 31, 1996
James Kufeldt             Director


Radford D. Lovett        Director                 January 31, 1996
Radford D. Lovett

Charles H. McKellar      Executive Vice President January 31, 1996
Charles H. McKellar       and Director


David F. Miller          Director                 January 31, 1996
David F. Miller


Charles P. Stephens      Director                 January 31, 1996
Charles P. Stephens


Julia B. North           Director                 January 31, 1996
Julia B. North

    The Plan.  Pursuant to the requirements of the Securities Act
of 1933, the Key Employee Stock Option Committee has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
Jacksonville, State of Florida on January 31, 1996.

                         WINN-DIXIE KEY EMPLOYEE STOCK OPTION PLAN


                         By:    A. Dano Davis
                         Name:  A. Dano Davis
                         Chairman, Key Employee Stock Option
                          Committee
<PAGE>
                          EXHIBIT INDEX


Exhibit No.

4.1(a)    Restated Articles of Incorporation as filed with the
          Secretary of State of Florida (incorporated by
          reference to Exhibit 3.1 to Form 10-K for the year
          ended June 30, 1993).

4.1(b)    Amendment to Restated Articles of Incorporation
          (incorporated by reference to Exhibit 3.1.1 to
          Form 10-K for the year ended June 30, 1993).

4.1(c)    Amendment to Restated Articles of Incorporation
          (incorporated by reference to Exhibit 3.1.2 to
          Form 10-Q for the quarter ended January 11, 1995).

4.2       Restated By-laws (incorporated by reference to
          Exhibit 3.2 to Form 10-K for the year ended June 28, 1995).

4.3       Winn-Dixie Key Employee Stock Option Plan,
          as amended to date.

5.        Opinion of Counsel

23.1      Consent of KPMG Peat Marwick L.L.P.

23.2      Consent of Counsel (included in Exhibit 5).

<PAGE>
                           Exhibit 4.3




            WINN-DIXIE KEY EMPLOYEE STOCK OPTION PLAN
<PAGE>
                      WINN-DIXIE STORES, INC.

                  Key Employee Stock Option Plan

                   (Effective January 24, 1990)
       (Revised June 22, 1992, effective June 1, 1992; and
        further Revised June 22, 1994, and July 25, 1994)

                         _______________

                            ARTICLE I.

                 Designation and Purpose of Plan

    The Plan shall be known as the "Winn-Dixie Key Employee Stock
Option Plan".  The purpose of the Plan is to promote in the
Company's key employees additional incentive by inducing and
enabling them to become part owners of the business or to increase
their share of its ownership through the exercise of options
granted pursuant to the Plan.

                           ARTICLE II.
                           Definitions

    The following words and phrases wherever used herein shall,
unless the context otherwise indicates, have the following
meanings:

    1.    "Committee" shall mean a committee of at least two
    persons appointed by the Board of Directors of the Company
    each of whom shall be a director of the Company.

    2."Eligible Employee" shall mean any person who, at the time
    an option is granted hereunder, shall be a member of the
    Executive Committee of the Company, other than the Chairman of
    the Board, or is a Division President or Division Manager.

    3."Option" shall mean any Option granted or held pursuant to
    the provisions of the Plan.  Options shall be evidenced by
    forms prescribed by the Committee.

    4. "Optionee" shall mean any person who at the time in
    question holds any Option which then remains unexercised in
    whole or in part and which has not expired or terminated.

    5.    "Company" shall mean Winn-Dixie Stores, Inc. and "Board"
    or "Board of Directors" shall mean the Board of Directors of
    the Company.

    6.    "Plan" shall mean this Winn-Dixie Key Employee Stock
    Option Plan.

    7.    "Return on Capital" shall mean the percentage which the
    net earnings of the Company for a particular fiscal year bears
    to the average net shareholder equity for such fiscal year, in
    each case as reflected in the financial statements of the
    Company for such fiscal year as reported in the Company's
    Annual Report to its stockholders.

    8.    "Stock" shall mean the Company's Common Stock, having a
    par value of $1.00 per share, as constituted on October 31,
    1990, whether presently authorized and unissued or held in the
    Company's treasury, or hereafter reacquired by the Company.
    In the event that the Stock shall be split up, divided or
    otherwise reclassified into a greater number of shares of
    Stock or of any other class of Common Stock of the Company,
    the term "Stock" shall thereafter mean the Common Stock of the
    Company into which the shares of Stock were so split up,
    divided or otherwise reclassified; and the remaining number of
    shares of Stock which may thereafter be sold pursuant to the
    Plan and the remaining number of shares of Stock which may
    thereafter be purchased pursuant to the exercise of any Option
    then outstanding shall be correspondingly increased.  In case
    any dividend payable in shares of Stock is paid to the holders
    of outstanding shares of Stock, the remaining number of shares
    of Stock which may thereafter be sold pursuant to the Plan and
    the remaining number of shares of Stock which may thereafter
    be purchased pursuant to the exercise of any Option then
    outstanding shall be increased by the percentage which the
    number of shares of Stock so paid as a dividend bears to the
    total number of shares of Stock outstanding immediately prior
    to the payment of such dividend; provided, however, that no
    such increase shall be made with respect to any dividend
    aggregating less than 20% of the total number of shares of
    Stock outstanding immediately prior to the payment thereof.


                          ARTICLE III.

                 Shares Available for Purchase

    Subject to the anti-dilution provisions contained in the
definition of Stock in Article II hereof, except as provided in
Article VII hereof, the maximum number of shares of Stock which may
be sold pursuant to the exercise of Options shall be 1,000,000.
Except as provided in Article VII hereof, at no time shall there be
Options outstanding for the purchase of more than 1,000,000 shares
of Stock (subject to said anti-dilution provisions) less such
number of shares as have previously been sold pursuant to the
exercise of Options.  If an Option shall for any reason terminate
or expire, any shares of Stock covered by such Option immediately
prior to its termination or expiration shall again become available
for sale pursuant to the exercise of other Options granted or to be
granted pursuant to the Plan.

    No Option granted pursuant to the Plan shall be exercisable,
and no shares of Stock shall be sold or issued upon the exercise of
any Option unless, at the time of such exercise, sale or issue, as
the case may be, an exemption from registration of the shares of
Stock under the Securities Act of 1933, as amended, shall be
applicable with respect thereto in accordance with regulations duly
promulgated by the Securities and Exchange Commission under said
Act.

                          ARTICLE IV.

         Granting Expiration and Termination of Options

    The Committee shall, by a vote of a majority thereof, have the
exclusive power to grant Options to purchase shares of Stock to
Eligible Employees.  Such Options may be granted at any time and
from time to time to such Eligible Employees, for such number of
shares as the Committee in its sole discretion deems advisable, but
in no event more than one-half (1/2) of the shares available under
the Plan from time to time to any single "Eligible Employee",
presently a limit of 250,000 but increased to 500,000 if the
increase in total number of shares available to 1,000,000 is
approved by the shareholders on October 5, 1994.  In all cases the
option price per share shall be the fair market value of the Stock
on the date on which the Option is granted (but not less than
$1.00), and such Option shall be exercisable, subject to the
provisions of Article V hereof, within the option period, at the
end of which period it shall expire and become void to the extent
that it then remains unexercised.  The option period within which
each Option granted hereunder shall be exercisable shall commence
on such date as the Committee shall determine and shall end on
December 31, 1996, as to Options granted prior to June 1, 1992;
shall end on December 31, 1998, as to Options granted after June 1,
1992 and prior to May 31, 1994; and shall end not later than
January 15th following the sixth fiscal year after the grant, in no
event later than January 15, 2011, as to options granted after June
1, 1994.

    Subject to the provisions of Article V hereof, if the Optionee
to whom an Option was originally granted shall cease to be employed
by the Company for any reason other than death he may, within the
three months next succeeding such cessation of employment (unless
such Option shall sooner expire), exercise such Option to the
extent that he was entitled to exercise it as of the date of such
cessation, and at the expiration of such three months (unless it
shall have sooner expired) such Option shall terminate and become
void to the extent that it then remains unexercised.  Leaves of
absence may be granted to Optionees who are employees of the
Company because of illness or for such other reasons as the Board
of Directors may determine, without being considered a termination
or cessation of employment.

    The Plan shall not confer upon any Eligible Employee or any
Optionee any right with respect to continuance of employment by the
Company, nor shall it interfere in any way with his right, or the
Company's right, to terminate his employment at any time.

    In the event of the death, while in the employ of the Company,
of an Optionee to whom an option was originally granted, such
Option shall be exercisable (to the extent provided in Article V
hereof) within one year of such date of death (unless it shall
sooner expire), but only (a) by the person or persons to whom such
Option shall pass by such Optionee's will or the laws of descent
and distribution, and (b) if and to the extent that he was entitled
to exercise such Option at the date of his death.  At the end of
such one year period the Option (unless it shall have sooner
expired) shall terminate and become void to the extent that it then
remains unexercised.


                           ARTICLE V.

                      Exercise of Options

    Each Option granted pursuant to the Plan shall become
exercisable on and after such date as the Committee shall
determine, to the extent of 50% of the shares of Stock covered
thereby at any time after the end of a fiscal year of the Company
for which the Company earned a Return on Capital of 20% or more, if
such Option was outstanding throughout such fiscal year.  Each such
Option shall become exercisable as to the remaining 50% of the
shares of Stock covered thereby at any time after the end of the
second consecutive fiscal year of the Company in each of which two
consecutive fiscal years the Company earned a Return on Capital of
20% or more, if such Option was outstanding throughout such period
of two consecutive years.

    Subject to the preceding paragraph and to the provisions of
the second paragraph of Article III hereof, any Optionee shall have
the right to exercise his Option in whole at  any time or in part
from time to time (provided that each exercise shall be for 1,000
shares of Common Stock of the Company, as constituted at the date
of such exercise, or any multiple thereof) by submitting written
notice thereof to the Company or its duly authorized agent or
representative, on such form or forms as may be provided by the
Company, accompanied by payment in full, in cash, for the shares to
be purchased.


                          ARTICLE VI.

                      Rights of Optionees

    An Optionee shall not have any rights as a stockholder of the
Company by virtue of any Option until the date of issue of the
certificate or certificates for the shares of Stock purchased by
him pursuant to its exercise.

    No Option or any right thereunder of an Optionee to purchase
shares of Stock pursuant to the Plan may be sold, pledged, assigned
or transferred by him otherwise than by will or the laws of descent
and distribution, and such Option shall be exercisable, during his
lifetime, only by him.


                          ARTICLE VII.

            Effectiveness, Interpretation, Amendment,Suspension
                   and Termination of the Plan


    The effectiveness of this Plan is subject to the condition
that it shall have been approved by the Shareholders of the Company
within twelve months after its adoption.  Unless such approval by
the Shareholders shall have been obtained, this Plan and any Option
granted pursuant thereto shall be null and void and without effect.

    Determinations of the Committee as to any question which may
arise with respect to the interpretation or administration of any
provisions of the Plan shall be final  unless otherwise determined
by the Board of Directors of the Company.  The Committee may
prescribe administrative rules under the Plan and may in its
discretion appoint an independent agent to act as Option Agent for
Options granted pursuant to the Plan and may empower such Option
Agent to handle any or all administrative matters with regard to
Options granted by the Committee.

    The Company shall have the power at any time to add to, amend
or repeal any of the provisions of the Plan, to suspend the
operation of the entire Plan or of any provision or provisions
thereof for any period or periods or to terminate the Plan in whole
or in part, provided, however, that no such addition, amendment,
repeal, suspension or termination shall in any way affect the
rights of the holders of outstanding Options to purchase shares of
Stock in accordance with the provisions hereof.

    Unless authorized or ratified by the holders of a majority of
the shares of Common Stock of the Company present or represented at
a meeting thereof at which a quorum shall be present, no amendment
to the Plan shall become effective which shall (1) increase the
aggregate number of shares of Stock available under the Plan, (2)
permit the granting of Options to persons other than Eligible
Employees, (3) decrease the minimum option price, or (4) extend the
maximum period within which an Option may be exercisable to any
date later than December 31, 1996, as to Options granted prior to
June 1, 1992, or later than December 31, 1998, as to Options
granted after June 1, 1992 but prior to May 31, 1994 and shall end
not later than January 15th following the sixth fiscal year after
the grant, in no event later than January 15, 2011, as to options
granted after June 1, 1994.


                          ARTICLE VIII.
         Stock Not Registered, Disclosure Requirement,
                   Legending of Certificates

    Since all of the Eligible Employees are directors and/or
executive officers of the Company, they are "accredited  investors"
within the meaning of Rule 501(a)(4) of Regulation D promulgated
under the Securities Act of 1933, as amended.  Shares of Stock
covered by Options under the Plan will be sold in accordance with
Rule 506 of such Regulation D, and such sales shall therefore be
deemed to be transactions not involving any public offering within
the meaning of Section 4(2) of such Act.

    The Committee, prior to the time of each sale of Stock
pursuant to the exercise of an Option granted under the Plan, shall
provide the purchaser with written disclosure that the shares of
Stock so to be purchased have not been registered under the
Securities Act of 1933, as amended, and, therefore, cannot be
resold unless they are registered under such Act or unless an
exemption from registration is available.

    Each certificate evidencing shares of Stock sold pursuant to
the exercise of an Option granted under the Plan shall bear the
following legend:

    "The securities evidenced by this certificate have not
    been registered under the Securities Act of 1933, as
    amended, and, therefore, cannot be resold unless they are
    registered under such Act or unless an exemption from
        registration is available."
<PAGE>
                            Exhibit 5


                        OPINION OF COUNSEL
<PAGE>
             LeBOEUF, LAMB, GREENE & MACRAE, L.L.P.
                       50 N. Laura Street
                           Suite 2800
                     Jacksonville, FL 32202



                        January 31, 1996


Winn-Dixie Stores, Inc.
5050 Edgewood Court
Jacksonville, FL 32254

  Re:  Winn-Dixie Key Employee Stock Option Plan -
       Registration Statement on Form S-8

Ladies and Gentlemen:

  We are special counsel to Winn-Dixie Stores, Inc., a Florida
corporation (the "Company"), in connection with the Registration
Statement on Form S-8 (the "Registration Statement") being filed by
the Company with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), with
respect to the offer and sale of 980,000 shares of the Company's
common stock, par value $1.00 per share (the "Common Shares"),
pursuant to the Winn-Dixie Key Employee Stock Option Plan (the
"Plan").

  In rendering this opinion, we have examined: (a) the
Registration Statement; (b) the Company's prospectus, dated February
1, 1996; (c) a copy of the Company's articles of incorporation and
all amendments thereto; (d) a copy of the Company's by-laws; and
(e) a record of the proceedings of the Company relating to the
authorization of the issuance and delivery of the Common Shares.
We have also examined originals, or copies of originals certified
to our satisfaction, of such agreements, documents, certificates
and other statements of governmental officials and other
instruments, and examined such questions of law and have satisfied
ourselves as to such matters of fact, as we have considered
relevant and necessary as a basis for this opinion.  We have
assumed, without inquiry, the authenticity of all documents
submitted to us as originals, the genuiness of all signatures, the
legal capacity of all natural persons and the conformity with
authentic original documents of any copies thereof submitted to us
for our examination.

  Based on the foregoing, and subject to the qualifications
stated herein, we are of the opinion that:

  1.   The Company has been incorporated under the laws of
Florida and the Company's status is active.  In rendering this
opinion we have relied solely upon the Florida Department of
State's certificate of status for the Company dated January 25,
1996 and Section 607.0203 of the Florida Business Corporation Act,
which states that the Florida Department of State's filing of the
Company's articles of incorporation satisfies all conditions
precedent to incorporation.

  2.   The Common Shares will be legally issued, fully paid and
nonassessable when: (i) the Registration Statement shall have
become effective under the Securities Act; (ii) the Common Shares
shall have been issued and sold in the manner contemplated by the
Plan; and (iii) certificates representing the Common Shares shall
have been executed, countersigned and registered and delivered to
the purchasers thereof against payment of the agreed consideration
therefor.

  We express no opinion as to the application of the securities
or "Blue Sky" laws of the various states to the sale of the Common
Shares.

  The opinions rendered herein are limited to the law of the
State of Florida and the Federal law of the United States.

  This opinion is being delivered in connection with the
Registration Statement and, accordingly, may not be used for any
other purpose without our prior written consent.  We assume no
obligation to update or supplement this opinion to reflect any
facts or circumstances that may hereafter come to our attention
with respect to the opinions expressed above, including any changes
in applicable law that may hereafter occur.

  We hereby consent to the use of our name in the Registration
Statement as counsel who will pass upon the legality of the Common
Shares for the Company and as having prepared this opinion, and to
the use of this opinion as an exhibit to the Registration
Statement.  We also consent to the use of our name as special
counsel for the Company and to any references to this firm in the
prospectus that constitutes part of the Registration Statement.

  In giving this consent, we do not hereby admit that we come
within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933 or the rules or regulations
of the Securities and Exchange Commission promulgated thereunder.

                                Very truly yours,


                                LeBOEUF, LAMB, GREENE & MACRAE
                                     L.L.P.


<PAGE>
                             Exhibit 23


                          AUDITORS' CONSENT
<PAGE>




                          AUDITOR'S CONSENT


The Shareholders and the Board of Directors
  Winn-Dixie Stores, Inc.


  We consent to the incorporation by reference in this Registration
Statement on Form S-8 of Winn-Dixie Stores, Inc., and in the
Prospectus which is a part hereof, of our reports dated July 31, 1995,
relating to the consolidated balance sheets of Winn-Dixie Stores,
Inc., and subsidiaries as of June 28, 1995, and June 29, 1994, and the
related consolidated statements of earnings, shareholders' equity and
cash flows and related financial statement schedules for each of the
years in the three-year period ended June 28, 1995, which reports
appear in the June 28, 1995, annual report on Form 10-K of Winn-Dixie
Stores, Inc.



                                     KPMG PEAT MARWICK, L.L.P.
                                     Certified Public Accountants



Jacksonville, Florida
January 31, 1996
<PAGE>
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{"company-data": {"conformed-name": "WINN DIXIE STORES INC", "cik": "0000107681", "assigned-sic": "5411", "irs-number": "590514290", "state-of-incorporation": "FL", "fiscal-year-end": "0627"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-00621", "film-number": "96509884"}, "business-address": {"street1": "5050 EDGEWOOD CT", "city": "JACKSONVILLE", "state": "FL", "zip": "32205", "phone": "9047835000"}, "mail-address": {"street1": "P O BOX B", "city": "JACKSONVILLE", "state": "FL", "zip": "32202"}, "former-company": [{"former-conformed-name": "WINN & LOVETT GROCERY INC", "date-changed": "19710927"}, {"former-conformed-name": "WINN & LOVETT GROCERY CO", "date-changed": "19671119"}]}
As filed with the Securities and Exchange Commission on February 1, 1996
                                       Registration No. 33-

                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549

                                Form S-8
                         REGISTRATION STATEMENT
                                 Under
                       THE SECURITIES ACT OF 1933

                        WINN-DIXIE STORES, INC.
         (Exact name of registrant as specified in its charter)

               Florida                                   59-0514290
          (State or other jurisdiction of              (I.R.S. Employer
          incorporation or organization)               Identification No.)

         5050 Edgewood Court, Jacksonville, Florida 32254-3699
          (Address of principal executive offices) (Zip Code)
  Registrant's telephone number, including area code:  (904) 783-5000

               WINN-DIXIE KEY EMPLOYEE STOCK OPTION PLAN
                        (Full title of the plan)

                          E. Ellis Zahra, Jr.
                   Vice President and General Counsel
                        Winn-Dixie Stores, Inc.
                       Box B, General Mail Center
                    Jacksonville, Florida 32203-0297
                             (904) 783-5000
       (Name, address and telephone number of agent for service)

                               Copies to:

                             John R. Byers
                 LeBoeuf, Lamb, Greene & MacRae, L.L.P.
                           50 N. Laura Street
                               Suite 2800
                      Jacksonville, Florida 32202
                          ____________________
                    CALCULATION OF REGISTRATION FEE
_____________________________________________________________________________
                                      Proposed     Proposed
                                      Maximum      Maximum
                       Amount to      Offering     Aggregate     Amount of
 Title of Securities   be             Price Per    Offering      Registration
  to be Registered     Registered
Share        Price         Fee
_____________________________________________________________________________
Common                 406,000      $22.4375
$9,109,625
$3,141.25
Stock,$1.00            shares
par value

Common                 8,000        $27.9375
$223,500
$77.07
Stock,$1.00            shares
par value

Common                 566,000      $35.375
$20,022,250
$6,904.22
Stock,$1.00            shares
par value
                     _________                  _____________   __________
TOTAL                  980,000                    $29,355,375   $10,122.54
                       shares
                     _________                  _____________   __________
____________________________________________________________________________

1    Plus such indeterminate number of additional shares as may become available
     for sale pursuant to the anti-dilution provisions of such Plan.  In
     addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     Registration Statement also covers an indeterminate amount of interests
     in the employee benefit plan described herein.
2    Calculated based upon the average exercise price at which such options may
     be exercised.
3    The registration fee for shares of Common Stock issuable upon exercise of
     outstanding options under the plan described herein was calculated pursuant
     to Rule 457(h) using the prices at which such options may be exercised.
4    Estimated solely for the purpose of determining the amount of the
     registration fee pursuant to Rule 457(c), using the average of the high and
     low prices of the Common Stock reported on the New York Stock Exchange on
     January 25, 1996.  These shares of Common Stock represent the shares
     issuable with respect to options that may be granted under the Plan.

     Pursuant to Rule 429, the prospectus which is a part of this Registration
Statement is a combined prospectus in compliance with the undertakings contained
in Registration Statement No. 33-50039.  Pursuant to Rule 429(b), 578,000 shares
are being carried forward from Registration Statement No. 33-50039 and in
connection therewith a filing fee of $5,080.64 was previously paid for such
578,000 shares.
PART I

       INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Information required by Part I to be contained in the Section
10(a) prospectus is omitted from the Registration Statement in
accordance with Rule 428 under the Securities Act of 1933, as
amended (the "Securities Act of 1933") and the Note to Part I of
Form S-8.

                             PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     There are hereby incorporated by reference in this
Registration Statement the following documents heretofore filed
with the Commission pursuant to the Securities Exchange Act of
1934, as amended (the "Securities Exchange Act of 1934")
(Commission File Number 1-3657).

     (a)  The Registrant's Annual Report on Form 10-K for the
          fiscal year ended June 28, 1995.

     (b)  The Registrant's Quarterly Report on Form 10-Q for the
          quarter ended September 20, 1995.

     (c)  Description of the Registrant's Common Stock as set forth
          in the Registration Statement on Form 10 dated January
          18, 1952, as amended by that Form 8 filed on August 15,
          1991.

    All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment that
indicates that all securities offered have been sold or that
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Prospectus and to be a part
thereof from the date of filing of such documents.

    Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for
purposes hereof to the extent that a statement contained herein (or
in any other subsequently filed document that also is or is deemed
to be incorporated by reference herein) modifies or supersedes such
statement.  Any statement so modified or superseded shall not be
deemed to constitute a part hereof except as so modified or
superseded.

Item 4.   Description of Securities.

          Not Applicable

Item 5.   Interests of Named Experts and Counsel.

          Not Applicable

Item 6.   Indemnification of Directors and Officers.

    Under the provisions of Section 607.0850, Florida Statutes,
the Registrant is empowered generally to indemnify any officer or
director against liability incurred in connection with any
proceeding if such officer or director acted in good faith and in
a manner such officer or director reasonably believed to be in, or
not opposed to, the best interests of the corporation and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe his or her conduct was unlawful.

    Article XIII of the Registrant's By-Laws provides for
indemnification of directors, officers, employees and agents of the
Registrant to the fullest extent permitted by law, subject to
authorization in each specific case by majority vote of a quorum of
the Registrant's disinterested directors or shareholders, or of a
disinterested committee appointed by the Registrant's directors, or
by independent legal counsel, upon a determination that the
applicable standard of conduct prescribed by the Florida Statutes
was met.  Such indemnification may also be ordered by a court of
competent jurisdiction upon application of the director, officer,
employee or agent seeking such indemnification.

    Insofar as indemnification by the Registrant for liabilities
arising under the Securities Act of 1933, may be permitted by the
foregoing, or otherwise, the Registrant understands that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in such Act
and is, therefore, unenforceable.

    The Registrant maintains officers' and directors' indemnity
insurance covering claims made against an officer or director for
reason of actual or asserted wrongful act (meaning any breach of
duty, neglect, error, misstatement, misleading statement, omission
or other act done or wrongfully attempted).

Item 7.   Exemption from Registration Claimed.

          Not Applicable

Item 8.   Exhibits.

    Exhibits required to be filed with the Registration Statement
are listed in the following Exhibit Index.  Certain of such
exhibits that have heretofore been filed with the Commission and
that are designated by reference to their exhibit number in prior
filings are hereby incorporated herein by reference and made a part
hereof.

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;

    (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% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective Registration Statement.

    (iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement or any material change in such information
in the Registration Statement;

    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 by the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the Registration Statement.

          (2)  That, for the purpose of determining any liability
under the Securities Act of 1933, 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
of 1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) 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)  The undersigned Registrant hereby undertakes to
deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, a copy of the
latest annual report to shareholders that is incorporated in the
prospectus and furnished pursuant to and meeting the requirements
of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X is not set forth in the
prospectus, to deliver or cause to be delivered to each person to
whom the prospectus is sent or given, the latest quarterly report
that is specifically incorporated by reference in the prospectus to
provide such interim financial information.

          (d)  Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to any
provision or arrangement for such indemnification, or otherwise,
the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the 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 is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
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 Jacksonville, State of Florida, on
the 31st day of January, 1996.

                                        WINN-DIXIE STORES, INC.
                                             (Registrant)

                                        By:  A. Dano Davis
                                             A. Dano Davis
                                             Chairman of the Board

          Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.

    (Signature)                    (Title)             (Date)

A. Dano Davis            Chairman of the Board    January 31, 1996
A. Dano Davis             (Principal Executive
                          Officer) and Director

Richard P. McCook        Financial Vice President January 31, 1996
Richard P. McCook         (Principal financial
                          officer)

D. H. Bragin             Treasurer (Principal     January 31, 1996
D. H. Bragin              accounting officer)

Robert D. Davis          Director                 January 31, 1996
Robert D. Davis

T. Wayne Davis, Jr.      Director                 January 31, 1996
T. Wayne Davis, Jr.
(Signature)               (Title)                  (Date)

Armando M. Codina        Director                 January 31, 1996
Armando M. Codina

Carleton T. Rider        Director                 January 31, 1996
Carleton T. Rider

James Kufeldt            President and            January 31, 1996
James Kufeldt             Director

Radford D. Lovett        Director                 January 31, 1996
Radford D. Lovett

Charles H. McKellar      Executive Vice President January 31, 1996
Charles H. McKellar       and Director

David F. Miller          Director                 January 31, 1996
David F. Miller

Charles P. Stephens      Director                 January 31, 1996
Charles P. Stephens

Julia B. North           Director                 January 31, 1996
Julia B. North

    The Plan.  Pursuant to the requirements of the Securities Act
of 1933, the Key Employee Stock Option Committee has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
Jacksonville, State of Florida on January 31, 1996.

                         WINN-DIXIE KEY EMPLOYEE STOCK OPTION PLAN

                         By:    A. Dano Davis
                         Name:  A. Dano Davis
                         Chairman, Key Employee Stock Option
                          Committee
EXHIBIT INDEX

Exhibit No.

4.1(a)    Restated Articles of Incorporation as filed with the
          Secretary of State of Florida (incorporated by
          reference to Exhibit 3.1 to Form 10-K for the year
          ended June 30, 1993).

4.1(b)    Amendment to Restated Articles of Incorporation
          (incorporated by reference to Exhibit 3.1.1 to
          Form 10-K for the year ended June 30, 1993).

4.1(c)    Amendment to Restated Articles of Incorporation
          (incorporated by reference to Exhibit 3.1.2 to
          Form 10-Q for the quarter ended January 11, 1995).

4.2       Restated By-laws (incorporated by reference to
          Exhibit 3.2 to Form 10-K for the year ended June 28, 1995).

4.3       Winn-Dixie Key Employee Stock Option Plan,
          as amended to date.

5.        Opinion of Counsel

23.1      Consent of KPMG Peat Marwick L.L.P.

23.2      Consent of Counsel (included in Exhibit 5).
Exhibit 4.3

            WINN-DIXIE KEY EMPLOYEE STOCK OPTION PLAN
WINN-DIXIE STORES, INC.

                  Key Employee Stock Option Plan

                   (Effective January 24, 1990)
       (Revised June 22, 1992, effective June 1, 1992; and
        further Revised June 22, 1994, and July 25, 1994)

                         _______________

                            ARTICLE I.

                 Designation and Purpose of Plan

    The Plan shall be known as the "Winn-Dixie Key Employee Stock
Option Plan".  The purpose of the Plan is to promote in the
Company's key employees additional incentive by inducing and
enabling them to become part owners of the business or to increase
their share of its ownership through the exercise of options
granted pursuant to the Plan.

                           ARTICLE II.
                           Definitions

    The following words and phrases wherever used herein shall,
unless the context otherwise indicates, have the following
meanings:

    1.    "Committee" shall mean a committee of at least two
    persons appointed by the Board of Directors of the Company
    each of whom shall be a director of the Company.

    2."Eligible Employee" shall mean any person who, at the time
    an option is granted hereunder, shall be a member of the
    Executive Committee of the Company, other than the Chairman of
    the Board, or is a Division President or Division Manager.

    3."Option" shall mean any Option granted or held pursuant to
    the provisions of the Plan.  Options shall be evidenced by
    forms prescribed by the Committee.

    4. "Optionee" shall mean any person who at the time in
    question holds any Option which then remains unexercised in
    whole or in part and which has not expired or terminated.

    5.    "Company" shall mean Winn-Dixie Stores, Inc. and "Board"
    or "Board of Directors" shall mean the Board of Directors of
    the Company.

    6.    "Plan" shall mean this Winn-Dixie Key Employee Stock
    Option Plan.

    7.    "Return on Capital" shall mean the percentage which the
    net earnings of the Company for a particular fiscal year bears
    to the average net shareholder equity for such fiscal year, in
    each case as reflected in the financial statements of the
    Company for such fiscal year as reported in the Company's
    Annual Report to its stockholders.

    8.    "Stock" shall mean the Company's Common Stock, having a
    par value of $1.00 per share, as constituted on October 31,
    1990, whether presently authorized and unissued or held in the
    Company's treasury, or hereafter reacquired by the Company.
    In the event that the Stock shall be split up, divided or
    otherwise reclassified into a greater number of shares of
    Stock or of any other class of Common Stock of the Company,
    the term "Stock" shall thereafter mean the Common Stock of the
    Company into which the shares of Stock were so split up,
    divided or otherwise reclassified; and the remaining number of
    shares of Stock which may thereafter be sold pursuant to the
    Plan and the remaining number of shares of Stock which may
    thereafter be purchased pursuant to the exercise of any Option
    then outstanding shall be correspondingly increased.  In case
    any dividend payable in shares of Stock is paid to the holders
    of outstanding shares of Stock, the remaining number of shares
    of Stock which may thereafter be sold pursuant to the Plan and
    the remaining number of shares of Stock which may thereafter
    be purchased pursuant to the exercise of any Option then
    outstanding shall be increased by the percentage which the
    number of shares of Stock so paid as a dividend bears to the
    total number of shares of Stock outstanding immediately prior
    to the payment of such dividend; provided, however, that no
    such increase shall be made with respect to any dividend
    aggregating less than 20% of the total number of shares of
    Stock outstanding immediately prior to the payment thereof.

                          ARTICLE III.

                 Shares Available for Purchase

    Subject to the anti-dilution provisions contained in the
definition of Stock in Article II hereof, except as provided in
Article VII hereof, the maximum number of shares of Stock which may
be sold pursuant to the exercise of Options shall be 1,000,000.
Except as provided in Article VII hereof, at no time shall there be
Options outstanding for the purchase of more than 1,000,000 shares
of Stock (subject to said anti-dilution provisions) less such
number of shares as have previously been sold pursuant to the
exercise of Options.  If an Option shall for any reason terminate
or expire, any shares of Stock covered by such Option immediately
prior to its termination or expiration shall again become available
for sale pursuant to the exercise of other Options granted or to be
granted pursuant to the Plan.

    No Option granted pursuant to the Plan shall be exercisable,
and no shares of Stock shall be sold or issued upon the exercise of
any Option unless, at the time of such exercise, sale or issue, as
the case may be, an exemption from registration of the shares of
Stock under the Securities Act of 1933, as amended, shall be
applicable with respect thereto in accordance with regulations duly
promulgated by the Securities and Exchange Commission under said
Act.

                          ARTICLE IV.

         Granting Expiration and Termination of Options

    The Committee shall, by a vote of a majority thereof, have the
exclusive power to grant Options to purchase shares of Stock to
Eligible Employees.  Such Options may be granted at any time and
from time to time to such Eligible Employees, for such number of
shares as the Committee in its sole discretion deems advisable, but
in no event more than one-half (1/2) of the shares available under
the Plan from time to time to any single "Eligible Employee",
presently a limit of 250,000 but increased to 500,000 if the
increase in total number of shares available to 1,000,000 is
approved by the shareholders on October 5, 1994.  In all cases the
option price per share shall be the fair market value of the Stock
on the date on which the Option is granted (but not less than
$1.00), and such Option shall be exercisable, subject to the
provisions of Article V hereof, within the option period, at the
end of which period it shall expire and become void to the extent
that it then remains unexercised.  The option period within which
each Option granted hereunder shall be exercisable shall commence
on such date as the Committee shall determine and shall end on
December 31, 1996, as to Options granted prior to June 1, 1992;
shall end on December 31, 1998, as to Options granted after June 1,
1992 and prior to May 31, 1994; and shall end not later than
January 15th following the sixth fiscal year after the grant, in no
event later than January 15, 2011, as to options granted after June
1, 1994.

    Subject to the provisions of Article V hereof, if the Optionee
to whom an Option was originally granted shall cease to be employed
by the Company for any reason other than death he may, within the
three months next succeeding such cessation of employment (unless
such Option shall sooner expire), exercise such Option to the
extent that he was entitled to exercise it as of the date of such
cessation, and at the expiration of such three months (unless it
shall have sooner expired) such Option shall terminate and become
void to the extent that it then remains unexercised.  Leaves of
absence may be granted to Optionees who are employees of the
Company because of illness or for such other reasons as the Board
of Directors may determine, without being considered a termination
or cessation of employment.

    The Plan shall not confer upon any Eligible Employee or any
Optionee any right with respect to continuance of employment by the
Company, nor shall it interfere in any way with his right, or the
Company's right, to terminate his employment at any time.

    In the event of the death, while in the employ of the Company,
of an Optionee to whom an option was originally granted, such
Option shall be exercisable (to the extent provided in Article V
hereof) within one year of such date of death (unless it shall
sooner expire), but only (a) by the person or persons to whom such
Option shall pass by such Optionee's will or the laws of descent
and distribution, and (b) if and to the extent that he was entitled
to exercise such Option at the date of his death.  At the end of
such one year period the Option (unless it shall have sooner
expired) shall terminate and become void to the extent that it then
remains unexercised.

                           ARTICLE V.

                      Exercise of Options

    Each Option granted pursuant to the Plan shall become
exercisable on and after such date as the Committee shall
determine, to the extent of 50% of the shares of Stock covered
thereby at any time after the end of a fiscal year of the Company
for which the Company earned a Return on Capital of 20% or more, if
such Option was outstanding throughout such fiscal year.  Each such
Option shall become exercisable as to the remaining 50% of the
shares of Stock covered thereby at any time after the end of the
second consecutive fiscal year of the Company in each of which two
consecutive fiscal years the Company earned a Return on Capital of
20% or more, if such Option was outstanding throughout such period
of two consecutive years.

    Subject to the preceding paragraph and to the provisions of
the second paragraph of Article III hereof, any Optionee shall have
the right to exercise his Option in whole at  any time or in part
from time to time (provided that each exercise shall be for 1,000
shares of Common Stock of the Company, as constituted at the date
of such exercise, or any multiple thereof) by submitting written
notice thereof to the Company or its duly authorized agent or
representative, on such form or forms as may be provided by the
Company, accompanied by payment in full, in cash, for the shares to
be purchased.

                          ARTICLE VI.

                      Rights of Optionees

    An Optionee shall not have any rights as a stockholder of the
Company by virtue of any Option until the date of issue of the
certificate or certificates for the shares of Stock purchased by
him pursuant to its exercise.

    No Option or any right thereunder of an Optionee to purchase
shares of Stock pursuant to the Plan may be sold, pledged, assigned
or transferred by him otherwise than by will or the laws of descent
and distribution, and such Option shall be exercisable, during his
lifetime, only by him.

                          ARTICLE VII.

            Effectiveness, Interpretation, Amendment,Suspension
                   and Termination of the Plan

    The effectiveness of this Plan is subject to the condition
that it shall have been approved by the Shareholders of the Company
within twelve months after its adoption.  Unless such approval by
the Shareholders shall have been obtained, this Plan and any Option
granted pursuant thereto shall be null and void and without effect.

    Determinations of the Committee as to any question which may
arise with respect to the interpretation or administration of any
provisions of the Plan shall be final  unless otherwise determined
by the Board of Directors of the Company.  The Committee may
prescribe administrative rules under the Plan and may in its
discretion appoint an independent agent to act as Option Agent for
Options granted pursuant to the Plan and may empower such Option
Agent to handle any or all administrative matters with regard to
Options granted by the Committee.

    The Company shall have the power at any time to add to, amend
or repeal any of the provisions of the Plan, to suspend the
operation of the entire Plan or of any provision or provisions
thereof for any period or periods or to terminate the Plan in whole
or in part, provided, however, that no such addition, amendment,
repeal, suspension or termination shall in any way affect the
rights of the holders of outstanding Options to purchase shares of
Stock in accordance with the provisions hereof.

    Unless authorized or ratified by the holders of a majority of
the shares of Common Stock of the Company present or represented at
a meeting thereof at which a quorum shall be present, no amendment
to the Plan shall become effective which shall (1) increase the
aggregate number of shares of Stock available under the Plan, (2)
permit the granting of Options to persons other than Eligible
Employees, (3) decrease the minimum option price, or (4) extend the
maximum period within which an Option may be exercisable to any
date later than December 31, 1996, as to Options granted prior to
June 1, 1992, or later than December 31, 1998, as to Options
granted after June 1, 1992 but prior to May 31, 1994 and shall end
not later than January 15th following the sixth fiscal year after
the grant, in no event later than January 15, 2011, as to options
granted after June 1, 1994.

                          ARTICLE VIII.
         Stock Not Registered, Disclosure Requirement,
                   Legending of Certificates

    Since all of the Eligible Employees are directors and/or
executive officers of the Company, they are "accredited  investors"
within the meaning of Rule 501(a)(4) of Regulation D promulgated
under the Securities Act of 1933, as amended.  Shares of Stock
covered by Options under the Plan will be sold in accordance with
Rule 506 of such Regulation D, and such sales shall therefore be
deemed to be transactions not involving any public offering within
the meaning of Section 4(2) of such Act.

    The Committee, prior to the time of each sale of Stock
pursuant to the exercise of an Option granted under the Plan, shall
provide the purchaser with written disclosure that the shares of
Stock so to be purchased have not been registered under the
Securities Act of 1933, as amended, and, therefore, cannot be
resold unless they are registered under such Act or unless an
exemption from registration is available.

    Each certificate evidencing shares of Stock sold pursuant to
the exercise of an Option granted under the Plan shall bear the
following legend:

    "The securities evidenced by this certificate have not
    been registered under the Securities Act of 1933, as
    amended, and, therefore, cannot be resold unless they are
    registered under such Act or unless an exemption from
        registration is available."
Exhibit 5

                        OPINION OF COUNSEL
LeBOEUF, LAMB, GREENE & MACRAE, L.L.P.
                       50 N. Laura Street
                           Suite 2800
                     Jacksonville, FL 32202

                        January 31, 1996

Winn-Dixie Stores, Inc.
5050 Edgewood Court
Jacksonville, FL 32254

  Re:  Winn-Dixie Key Employee Stock Option Plan -
       Registration Statement on Form S-8

Ladies and Gentlemen:

  We are special counsel to Winn-Dixie Stores, Inc., a Florida
corporation (the "Company"), in connection with the Registration
Statement on Form S-8 (the "Registration Statement") being filed by
the Company with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), with
respect to the offer and sale of 980,000 shares of the Company's
common stock, par value $1.00 per share (the "Common Shares"),
pursuant to the Winn-Dixie Key Employee Stock Option Plan (the
"Plan").

  In rendering this opinion, we have examined: (a) the
Registration Statement; (b) the Company's prospectus, dated February
1, 1996; (c) a copy of the Company's articles of incorporation and
all amendments thereto; (d) a copy of the Company's by-laws; and
(e) a record of the proceedings of the Company relating to the
authorization of the issuance and delivery of the Common Shares.
We have also examined originals, or copies of originals certified
to our satisfaction, of such agreements, documents, certificates
and other statements of governmental officials and other
instruments, and examined such questions of law and have satisfied
ourselves as to such matters of fact, as we have considered
relevant and necessary as a basis for this opinion.  We have
assumed, without inquiry, the authenticity of all documents
submitted to us as originals, the genuiness of all signatures, the
legal capacity of all natural persons and the conformity with
authentic original documents of any copies thereof submitted to us
for our examination.

  Based on the foregoing, and subject to the qualifications
stated herein, we are of the opinion that:

  1.   The Company has been incorporated under the laws of
Florida and the Company's status is active.  In rendering this
opinion we have relied solely upon the Florida Department of
State's certificate of status for the Company dated January 25,
1996 and Section 607.0203 of the Florida Business Corporation Act,
which states that the Florida Department of State's filing of the
Company's articles of incorporation satisfies all conditions
precedent to incorporation.

  2.   The Common Shares will be legally issued, fully paid and
nonassessable when: (i) the Registration Statement shall have
become effective under the Securities Act; (ii) the Common Shares
shall have been issued and sold in the manner contemplated by the
Plan; and (iii) certificates representing the Common Shares shall
have been executed, countersigned and registered and delivered to
the purchasers thereof against payment of the agreed consideration
therefor.

  We express no opinion as to the application of the securities
or "Blue Sky" laws of the various states to the sale of the Common
Shares.

  The opinions rendered herein are limited to the law of the
State of Florida and the Federal law of the United States.

  This opinion is being delivered in connection with the
Registration Statement and, accordingly, may not be used for any
other purpose without our prior written consent.  We assume no
obligation to update or supplement this opinion to reflect any
facts or circumstances that may hereafter come to our attention
with respect to the opinions expressed above, including any changes
in applicable law that may hereafter occur.

  We hereby consent to the use of our name in the Registration
Statement as counsel who will pass upon the legality of the Common
Shares for the Company and as having prepared this opinion, and to
the use of this opinion as an exhibit to the Registration
Statement.  We also consent to the use of our name as special
counsel for the Company and to any references to this firm in the
prospectus that constitutes part of the Registration Statement.

  In giving this consent, we do not hereby admit that we come
within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933 or the rules or regulations
of the Securities and Exchange Commission promulgated thereunder.

                                Very truly yours,

                                LeBOEUF, LAMB, GREENE & MACRAE
                                     L.L.P.
Exhibit 23

                          AUDITORS' CONSENT
AUDITOR'S CONSENT

The Shareholders and the Board of Directors
  Winn-Dixie Stores, Inc.

  We consent to the incorporation by reference in this Registration
Statement on Form S-8 of Winn-Dixie Stores, Inc., and in the
Prospectus which is a part hereof, of our reports dated July 31, 1995,
relating to the consolidated balance sheets of Winn-Dixie Stores,
Inc., and subsidiaries as of June 28, 1995, and June 29, 1994, and the
related consolidated statements of earnings, shareholders' equity and
cash flows and related financial statement schedules for each of the
years in the three-year period ended June 28, 1995, which reports
appear in the June 28, 1995, annual report on Form 10-K of Winn-Dixie
Stores, Inc.

                                     KPMG PEAT MARWICK, L.L.P.
                                     Certified Public Accountants

Jacksonville, Florida
January 31, 1996