As filed with the Securities and Exchange Commission on October 11, 1996
                     Registration No.
                                                                   
                 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
 
                                  
        REVISED WINN-DIXIE STOCK PURCHASE PLAN FOR EMPLOYEES
                      (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
      <PAGE>                                                            
 
------------------------------------------------------------------------------
Title of             Amount to      Proposed       Proposed       Amount of
Securities              be           Maximum        Maximum     Registration
to be  Registered   Registered1     Offering       Aggregate         Fee
                                    Price Per      Offering
                                     Share2         Price2
------------------------------------------------------------------------------
Common               2,000,000        $34.00      $68,000,000      $20,606
Stock,$1.00           shares 
par value 
------------------------------------------------------------------------------ 
 
 
 
 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    Pursuant to Rule 457(h), the offering price has been
      calculated on the basis of the exercise price of the options
      awarded under the plan described herein.
 
      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. 33-63183. 
 Pursuant to Rule 429(b), 392,626 shares are being carried
 forward from Registration Statement No. 33-63183 and in
 connection therewith a filing fee of $6,904.72 was previously
 paid for such 392,626 shares.
                                                                       
 The exhibit index is located on page 8 pursuant to  the
 sequential numbering system.
 <PAGE> <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 26, 1996, which sets forth the
           Registrant's audited consolidated financial statements
           and schedules for such fiscal year.
 
     (b)   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
 
<PAGE> 
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 up to $25 million limits 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) and $5 million deductible on amounts reimbursable to
 the Registrant.
 
 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
<PAGE> 

 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.
<PAGE> 




           (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
<PAGE>
                            SIGNATURES
 
           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 11th day of
 October, 1996.
 
                               WINN-DIXIE STORES, INC.
                                    (Registrant)
 
 
                               By:  /s/ 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)
 
 
 /s/A. Dano Davis       Chairman of the Board    October 11, 1996
 A. Dano Davis          (Principal Executive 
                        Officer) and Director
 
 /s/Richard P. McCook   Financial Vice President October 11, 1996
 Richard P. McCook      (Principal financial
                        officer)
 
 
 /s/David H. Bragin     Treasurer (Principal     October 11, 1996
 David H. Bragin        accounting officer)
 
 
 /s/Robert D. Davis     Director                 October 11, 1996
 Robert D. Davis
 
 
 /s/T. Wayne Davis, Jr. Director                 October 11, 1996
 T. Wayne Davis, Jr.
<PAGE> 
  <PAGE>
    (Signature)               (Title)                  (Date)    
 
 
 /s/Armando M. Codina        Director            October 11, 1996
 Armando M. Codina
 
 
 /s/Carleton T. Rider        Director            October 11, 1996
 Carleton T. Rider
 
 
 /s/James Kufeldt            President and       October 11, 1996
 James Kufeldt               Director
 
 
 /s/Radford D. Lovett        Director            October 11, 1996
 Radford D. Lovett
 
 /s/Charles H. McKellar      Executive Vice      October 11, 1996
 Charles H. McKellar         President and
                             Director
 
 
 /s/David F. Miller          Director            October 11, 1996
 David F. Miller
 
 
 /s/Charles P. Stephens      Director            October 11, 1996
 Charles P. Stephens
 
 
 Julia B. North           Director            October __, 1996
<PAGE>  <PAGE>
                          EXHIBIT INDEX
 
                                               Sequentially       
 Exhibit No.                                   Numbered Pages
 
 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       Revised Winn-Dixie Stock Purchase Plan for                   9-18
           Employees, as amended to date.
 
 5.1       Opinion of Counsel.                                         19-22
 
 21.1      Subsidiaries of the Company whose employees                 23
           are entitled to participate in the Revised
           Winn-Dixie Stock Purchase Plan for Employees. 
 
 23.1      Consent of KPMG Peat Marwick LLP.                           24-25
 
 23.2      Consent of Counsel (included in Exhibit 5).
<PAGE> 
  <PAGE>
                           Exhibit 4.3
 
 
 
 
                      WINN-DIXIE STORES, INC.
             REVISED STOCK PURCHASE PLAN FOR EMPLOYEES
 
                             ARTICLE I
 
                Designation and Purpose of the Plan
 
     The Plan shall be known as the "Revised Winn-Dixie Stock
 Purchase Plan for Employees" (the "Plan"). The purpose of the Plan
 is to encourage employees of Winn-Dixie Stores, Inc. (the
 "Company") and of any "Subsidiary" (a corporation in which all of
 the outstanding shares of capital stock of every class shall, at
 the time or times in question, be owned by the Company or any other
 Subsidiary of the Company) to purchase and own the Common Stock of
 Winn-Dixie Stores, Inc., thereby promoting their increased interest
 in the Company's affairs, growth and development.
 
                             ARTICLE II
 
                   Shares Available for Purchase
 
     Subject to the anti-dilution provisions contained herein, a
 maximum of 36,173,236 shares of the Company's Common Stock, having
 a par value of $1.00 per share, as constituted on November 30, 1995
 (the "Stock"), whether presently authorized and unissued or held in
 the Company's treasury or hereafter reacquired by the Company, may
 be issued and sold upon the exercise of options granted subsequent
 to October 2, 1964 pursuant to the Plan ("Options").  Such
 36,173,236 shares shall consist of the 36,173,236 shares of the
 Company's Common Stock heretofore authorized to be so issued and
 sold, including shares which were authorized to be issued and sold
 upon the exercise of options granted pursuant to the Company's now
 terminated Stock Purchase Plan for Employees (adopted in 1958), as
 amended (the "1958 Plan"), which were not so issued and sold.
 
     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 maximum number of shares of stock that may be
 issued and sold under the Plan, and the remaining number of shares
 of Stock that may thereafter be sold pursuant to the Plan or made
 subject to Options granted to any Eligible Employee pursuant to the
 Plan 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
<PAGE>

 thereafter be sold pursuant to the Plan, and the remaining number
 of shares of Stock which may thereafter be made subject to Options
 granted to any Eligible Employee pursuant to the Plan 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
 
                         Eligible Employees
 
     Options may be granted under the Plan only to employees of the
 Company or of a Subsidiary, (1) who have an employment date of not
 less than one year prior to the date of the offering, (2) who are
 of legal age to purchase stock in the state of their residence, and
 (3) who are actively employed at the date of the offering.
 "Actively employed" means on the payroll and not on leave of
 absence (including workers' compensation, medical, military or
 other leaves).  Such employees are herein called"Eligible
 Employees". 
 
                             ARTICLE IV
 
                            Option Price
 
     The exercise price per share of Stock covered by any Option
 granted pursuant to the Plan shall be determined by the Committee
 referred to in Article V hereof, but shall be not less than 85% of
 the fair market value of the Stock at the time such Option is
 granted nor less than $1.00. 
 
                             ARTICLE V
 
                        Granting of Options
 
     A committee appointed by the Board of Directors of the
 Company, consisting of two or more members of the Board of
 Directors (the "Committee") shall, by decision of a majority
 thereof, determine in its sole and final discretion on the first
 business day of each month until such time as all shares of Stock
 available for purchase under the Plan have been sold, whether or
 not to grant Options for that month and, if Options are to be
 granted, what the option price per share shall be. 
 
     If any Options are granted for any month, as aforesaid,
 Options shall be granted to all employees who are Eligible
 Employees on the first business day of such month, upon the
 following terms and conditions: 
<PAGE>
 
           1. The Committee shall have the authority to limit the
     maximum number of shares to be issued and sold upon the
     exercise of Options granted for any month to a number not to
     exceed the number of shares then authorized for sale pursuant
     to the Plan. Each Eligible Employee shall be granted an Option
     for the purchase of 3,000 shares of Stock less the number of
     shares previously purchased by such Eligible Employee pursuant
     to the Plan during the calendar year in which such Option is
     granted; provided, however, that no Eligible Employee shall be
     granted an Option if such Employee, immediately after the
     grant of such Option, would own, within the meaning of Section
     423(b)(3) of the Internal Revenue Code of 1986, as amended
     (the "Code"), stock possessing 5% or more of the total
     combined voting power or value of all classes of stock of the
     Company or of a "parent corporation" or "subsidiary
     corporation" of the Company, as defined in Section 425(e) and
     (f) of the Code; and provided further, that no employee shall
     be granted an Option which would permit such employee's rights
     to purchase shares of stock of any class of the Company or of
     a "parent corporation" or of a "subsidiary corporation" of the
     Company (as defined above) pursuant to all employee stock
     purchase plans of the Company and of any such "parent
     corporation" or "subsidiary corporation" to accrue at a rate
     which would exceed an aggregate of $25,000 of fair market
     value of such securities (determined at the time such Option
     is granted) in any calendar year. 
 
           2. Each Option granted hereunder and each right to
     purchase Stock pursuant to its exercise shall cease and
     terminate at the close of business on the last business day of
     the month for which said Option shall have been granted. 
 
                             ARTICLE VI
 
                      Options Not Transferable
 
     No Option granted to an employee to purchase shares of Stock
 pursuant to the Plan may be sold, pledged, assigned or transferred
 in any manner during such employee's lifetime, and upon the death
 of such employee said Option shall immediately cease and terminate. 
 
                            ARTICLE VII
 
         Amendment, Suspension and Termination of the Plan
 
     The Board of Directors of 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
<PAGE>

 to purchase shares of stock in accordance with the provisions
 hereof; and provided, further, that any such addition, amendment or
 repeal which shall change any of the terms of Articles II, III, IV,
 VI or VII hereof or which shall change any of the terms of Article
 V hereof except the number of shares of Stock which may be
 purchased by any Eligible Employee during any one calendar year
 shall be subject to approval by the Stockholders of the Company
 within twelve months after its adoption or such addition, amendment
 or repeal shall become null and void and any provision so attempted
 to be changed shall continue in full force and effect. 
 
                            ARTICLE VIII
 
           Provisions with Respect to Granting of Options
 
     Options shall be granted pursuant to the Plan only in
 accordance with the provisions set forth in Article V and this
 Article VIII of the Plan. 
 
     For the purpose of determining whether an employee has been
 employed by the Company and/or one or more Subsidiaries for less
 than one year, there shall be included in the term of such
 employee's employment any period of employment by any person, firm,
 organization or corporation all of whose outstanding shares of
 capital stock of every class and/or all or substantially all of
 whose operating assets and/or business shall have been acquired by
 the Company and/or one or more of its Subsidiaries prior to the
 time as of which such determination is made, and transfer from the
 employment of the Company to that of a Subsidiary or vice versa, or
 from the employment of one Subsidiary to that of another
 Subsidiary, shall not constitute a termination or interruption of
 the continuity of employment. 
 
     If the Committee shall determine to grant Options for any
 month as provided in the Plan, such determination, and the exercise
 price per share of Stock covered thereby, shall be communicated to
 all Eligible Employees within a reasonable time thereafter by
 posting written notice thereof in a conspicuous place in all
 offices, stores, warehouses, plants, garages and other facilities
 where any Eligible Employees are employed or by giving written
 notice in such other manner as the Committee in its sole discretion
 shall deem advisable. 
 
     No option shall be granted pursuant to the Plan unless a
 Registration Statement under the Securities Act of 1933, as
 amended, with respect to the shares of Stock covered thereby shall
 have been filed with the Securities and Exchange Commission or
 unless an exemption from registration in accordance with
 regulations duly promulgated by said Commission under said Act
 shall then be applicable, and 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 such a Registration
<PAGE>

 Statement shall be in effect and a prospectus with respect to such
 shares, which at the time of such exercise, sale or issue, as the
 case may be, meets the requirements of Section 10(a) of said Act,
 shall then be available for delivery to Eligible Employees or
 unless an exemption from registration in accordance with
 regulations duly promulgated by said Commission under said Act
 shall then be applicable. 
 
                             ARTICLE IX
 
                        Exercise of Options
 
     Subject to the provisions of the last paragraph of Article
 VIII hereof and to the conditions set forth in Article X hereof,
 Eligible Employees shall have the right to purchase shares of Stock
 upon exercise of Options in accordance with any of the following
 three methods: 
 
           1. Any Eligible Employee who holds an Option may exercise
     said Option during the month for which it was granted in whole
     at any one time, or in part from time to time (provided that
     each exercise shall be for ten or more shares of stock), by
     delivering a duly executed subscription agreement to the
     Company or its duly authorized agent or representative, such
     subscription agreement to be accompanied by payment in full in
     cash for such shares at the exercise price per share therefor. 
 
           2. Any Eligible Employee who holds an Option granted
     after July 11, 1969, may exercise said Option at any time
     during the month for which it was granted, to the extent of a
     maximum of 50 shares (but subject to the proviso that each
     such exercise shall be in increments of 5 shares but not less
     than 10 shares), by delivering a duly executed subscription
     agreement to the Company or its duly authorized agent or
     representative, such subscription agreement to be accompanied
     by payment in cash in the amount of at least $1.00 per share
     for each share purchased and by the Eligible Employee's
     non-interest bearing promissory note for the balance of the
     price of the shares to which such note relates at the exercise
     price per share therefor. No Eligible Employee may purchase
     more than an aggregate of 50 shares pursuant to Options
     granted after July 11, 1969 whether at one time or from time
     to time, through payment by such non-interest bearing
     promissory notes. 
 
           3. Subject to approval by the Committee in its discretion
     from time to time at the time of granting such Options, any
     Eligible Employee who holds an Option granted after October
     31, 1978 and who has theretofore purchased the maximum of 50
     shares through the delivery of a non-interest bearing
     promissory note as provided in paragraph 2 above may exercise
     said Option at any time during the month for which it was
<PAGE>
    
     granted, to the extent of a maximum of 25 shares (but subject
     to the proviso that each such exercise shall be for 10, 15, 20
     or 25 shares), by delivering a duly executed subscription
     agreement to the Company or its duly authorized agent or
     representative, such subscription agreement to be accompanied
     by payment in cash in the amount of at least $1.00 per share
     for each share purchased and by the Eligible Employee's
     promissory note, bearing interest at the rate determined by
     the Committee at the time of granting such Option, for the
     balance of the price of the shares to which such note relates
     at the exercise price per share therefor. No Eligible Employee
     may purchase more than an aggregate of 25 shares pursuant to
     Options granted after October 31, 1978 whether at one time or
     from time to time, through payment by such interest bearing
     promissory notes. 
 
     Payment for any shares purchased otherwise than through
 delivery of promissory notes as provided in paragraphs 2 and 3
 above shall be made in cash as provided in paragraph 1 above. 
 
     Such subscription agreement shall provide, with respect to any
 shares of Stock purchased pursuant to the Plan subsequent to
 January 1, 1988, that any such shares may be sold by the Eligible
 Employee who purchased such shares or any successor in interest in
 the event of such Eligible Employee's death, only by means of their
 tender to the Company. If such tender shall occur during the period
 of two years following the purchase of the shares of Stock so
 purchased, the Company, if it shall accept such tender, shall pay
 for such shares the same price paid to the Company by the Eligible
 Employee therefor.  If such tender shall occur more than two years
 after the purchase of the shares of Stock so purchased, the
 Company, if it shall accept such tender, shall pay for such shares
 the market price of such shares on the date of the receipt by the
 Company of their tender to the Company. In such subscription
 agreement such Eligible Employee shall agree with the Company that
 certificates for shares of Stock so purchased by such Employee may
 bear the following legend: 
 
     "The shares of the Common Stock of Winn-Dixie Stores,
     Inc. represented by this certificate are subject to the
     provisions of Article IX of the Revised Stock Purchase
     Plan for Employees, as amended, of Winn-Dixie Stores,
     Inc. Such shares may be sold by the holder thereof only
     by means of their tender to Winn-Dixie Stores, Inc. for
     the applicable consideration set forth in such Article
     IX, unless the Company shall not accept the tender of
     such shares, in which case the shares may be sold by the
     holder thereof, free of any restrictions or limitations." 
 
     In any case in which payment is made in part by promissory
 note the certificate representing the shares of Stock purchased
 shall be issued in the name of the Eligible Employee so purchasing
<PAGE>

 the same and shall be endorsed by the Eligible Employee in blank
 (or accompanied by a duly executed stock power) and delivered to
 and pledged with the Company as security for the note, and a pledge
 agreement shall be entered into by such Eligible Employee and the
 Company. The pledge agreement shall provide that (i) no certificate
 for pledged shares of Stock shall be redelivered to the pledgor
 until the promissory note (together with all interest thereon, if
 any) has been paid in full and (ii) provided that there has been no
 default under the terms and provisions of the promissory note, the
 Company will not cause the certificate for the pledged shares of
 Stock to be transferred out of the name of the pledgor and the
 pledgor shall have the right to vote such shares of Stock at all
 meetings of the stockholders of the Company and shall receive all
 cash dividends paid on such shares. The pledge agreement shall
 contain such other provisions as the Company may deem advisable. 
 
     The principal of the promissory note shall be payable in equal
 installments payable weekly or monthly depending upon whether the
 pledgor is paid on a weekly or monthly basis, of such amount as may
 be determined by the payroll department of the division or office
 in which the pledgor is employed (but which equal installments
 shall, in each case, be payable over a period of no less than three
 years), and the pledgor shall give a written authorization to such
 payroll department, on such form or forms as may be furnished by
 the Company, authorizing the deduction each week or month, as the
 case may be, during the term of the note of the amount of such
 weekly or monthly installment. Interest, if any, on the unpaid
 portion of such promissory note shall accrue from the date thereof
 at the rate per annum determined by the Committee at the time of
 granting the Option to which such promissory note relates. The
 amount of accrued interest payable, if any, on each payment date
 shall be added to the amount payable on account of principal, and
 shall be included in the payroll deduction referred to in the
 preceding sentence. If the pledgor shall cease to be employed by
 the Company and/or its Subsidiaries, the pledgor shall continue to
 make the same payments as were made while the pledgor was so
 employed until the promissory note shall be paid in full. 
 
     In the event of a default in the prompt payment of accrued
 interest on or any installment due on the principal of, any
 promissory note, unless such interest or installment shall have
 been paid prior to the expiration of 10 days after notice of such
 default to the pledgor, the principal balance, if not already due
 and payable, shall become due and payable and the Company shall
 thereafter be entitled: 
 
     (a) To collect and receive all dividends on the pledged
     shares; and 
 
     (b) To sell or cause to be sold at such price or prices as the
     Company may deem best all or any of the pledged shares,
     without demand of performance or notice of intention to sell. 
<PAGE>
 
     The proceeds of any such sale and any monies collected,
 received or otherwise realized by the Company from the pledged
 shares, shall be applied as follows: 
 
     (a) To the expenses of such sale or realization and all other
     expenses of the Company under the pledge agreement; 
 
     (b) To the payment of accrued interest, if any, then due and
     payable on the note; 
 
     (c) To the payment of the principal of the note; and 
 
     (d) Any balance thereafter remaining shall be paid to the
     pledgor or to whomsoever may be lawfully entitled to receive
     the same. 
 
     In the event that the balance due from the pledgor at the time
 of any default exceeds the net proceeds from such sale, the pledgor
 shall be and remain liable for such excess. 
 
     No installment of the principal upon any promissory note may
 be prepaid by the pledgor at any time, either in whole or in part.
 Upon payment in full of the final installment of the principal of
 the promissory note when due, and not before, the pledged shares of
 Stock shall be redelivered to the pledgor and become the pledgor's
 sole property free of any pledge or lien created hereby. 
 
     The date on which a duly executed subscription agreement shall
 be received by the Company or its duly authorized agent or
 representative, in accordance with any of the above methods, shall
 be deemed to be the "Date of Subscription" with respect to the
 shares subscribed for, for all purposes of the Plan. 
 
                             ARTICLE X
 
               Conditions on the Exercise of Options
 
     The exercise of Options shall be subject to the following
 conditions: 
 
           1. Each employee exercising an Option must on each Date
     of Subscription be an Eligible Employee. 
 
           2. In case there shall not be a sufficient number of
     shares of Stock available, either because of the limitations
     imposed by Article II hereof, or because the Committee shall
     have limited the maximum number of shares to be issued and
     sold in accordance with the provisions of subparagraph 1 of
     the second paragraph of Article V hereof, to issue all of the
     shares otherwise issuable upon the exercise of Options,
     subscriptions pursuant to the exercise of Options shall be
     filled in the following order of priority: 
<PAGE>
 
           (a) before any other subscriptions are filled in whole or
           in part, all subscriptions pursuant to the exercise of
           Options pursuant to Paragraph 2 of Article IX hereof
           shall be filled in their entirety; or if insufficient
           shares are available to fill all such subscriptions in
           their entirety, the available shares shall be prorated
           among Eligible Employees exercising Options pursuant to
           Paragraph 2 of Article IX by applying to the number of
           shares to which each such exercise relates the ratio of
           the aggregate number of shares available to the aggregate
           number of all such Options exercised. 
 
           (b) after all subscriptions referred to in (a) above
           shall have been filled, the Committee shall, in its
           discretion, fix and determine a number of shares of Stock
           (but not in excess of 100 shares) for which subscriptions
           shall be filled (i) in whole in the case of each Eligible
           Employee exercising an Option to purchase up to the
           number of shares so fixed and determined, and (ii) to the
           extent of the number of shares so fixed and determined in
           the case of each Eligible Employee exercising an Option
           to purchase a number of shares greater than that so fixed
           and determined. 
 
           (c) after all subscriptions referred to in (a) and (b)
           above shall have been filled, the remainder of each
           subscription for a number of shares greater than that
           fixed and determined by the Committee pursuant to (b)
           above shall be filled by applying to such greater number
           of shares the ratio of all shares which remain available
           after all subscriptions referred to in (a) and (b) above
           shall have been filled to the aggregate number of shares
           for which subscriptions remain to be filled upon the
           exercise of Options pursuant to this clause (c). 
 
                             ARTICLE XI
 
                      Issuance of Certificates
 
     Certificates for shares of Stock purchased by an Eligible
 Employee upon exercise of an Option shall be issued and delivered
 to such Employee as soon as practicable after the end of the month
 of such exercise. In the case of those shares payment for which was
 made in part by promissory note, said shares shall be immediately
 redelivered to the Company and pledged as security for the
 promissory note as provided in Article IX hereof. 
 
     Certificates for shares of Stock purchased by an Eligible
 Employee upon exercise of an Option subsequent to January 1, 1988
 shall bear the legend set forth in Article IX hereof. 
<PAGE>


 
                            ARTICLE XII
 
                        Rights of Employees
 
     An Eligible Employee 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 such Eligible Employee pursuant to its exercise. 
 
                            ARTICLE XIII
 
                     Interpretation of the Plan
 
     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, unless otherwise determined by the
 Board of Directors of the Company, be final. The Company may
 prescribe administrative rules under the Plan. 
<PAGE>  <PAGE>
                           Exhibit 5.1
 
 
                         OPINION OF COUNSEL
 <PAGE>
                 LeBOEUF, LAMB, GREENE & MACRAE, L.L.P.
                         50 N. Laura Street
                             Suite 2800
                       Jacksonville, FL 32202
 
 
 
 
                               October 11, 1996
 
 
 Winn-Dixie Stores, Inc.
 5050 Edgewood Court
 Jacksonville, FL 32254
 
     Re:   Revised Winn-Dixie Stock Purchase Plan for
           Employees - 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 2,000,000 shares of the Company's
 common stock, par value $1.00 per share (the "Common Shares"),
 pursuant to the Revised Winn-Dixie Stock Purchase Plan for
 Employees (the "Plan").
 
     In rendering this opinion, we have examined: (a) the
 Registration Statement; (b) the Company's prospectus, dated October
 11, 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.
<PAGE>


 
 
 
 
 Winn-Dixie Stores, Inc.
 October 11, 1996
 Page 2
 
 
     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
 October 10, 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.
<PAGE>




 
 Winn-Dixie Stores, Inc.
 October 11, 1996
 Page 3
 
 
     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 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 21.1
 
 
 
 

Subsidiary                           State of Incorporation
------------------------------------------------------------
Astor Products, Inc.                        Florida
Deep South Products, Inc.                   Florida
Dixie Packers, Inc.                         Florida
Fairway Food Stores Co., Inc.               Florida
Monterey Canning Co.                       California
W-D (Bahamas) Limited                    Bahama Islands
  Bahamas Super Markets Limited          Bahama Islands
    The City Meat Markets Limited        Bahama Islands
Winn-Dixie Atlanta, Inc.                    Florida
Winn-Dixie Charlotte, Inc.                  Florida
Winn-Dixie Louisiana, Inc.                  Florida
Winn-Dixie Midwest, Inc.                    Florida
Winn-Dixie Montgomery, Inc.                 Kentucky
Winn-Dixie Raleigh, Inc.                    Florida
Winn-Dixie Texas, Inc.                       Texas
<PAGE>
 
                        Exhibit 23.1
 
 
                         AUDITORS' 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
 29, 1996, relating to the consolidated balance sheets of Winn-Dixie
 Stores, Inc., and subsidiaries as of June 26, 1996, and June 28,
 1995, 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
 26, 1996, which reports appear in the June 26, 1996, annual report
 on Form 10-K of Winn-Dixie Stores, Inc.
 
 
                               /s/ KPMG Peat Marwick, L.L.P.
                               KPMG PEAT MARWICK, L.L.P.
                               Certified Public Accountants
 
 
 Jacksonville, Florida
 October 11, 1996
<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 50301}]
{"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": "333-14059", "film-number": "96642886"}, "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 October 11, 1996
                     Registration No.
                                                                   
                 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
 
                                  
        REVISED WINN-DIXIE STOCK PURCHASE PLAN FOR EMPLOYEES
                      (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
------------------------------------------------------------------------------
Title of             Amount to      Proposed       Proposed       Amount of
Securities              be           Maximum        Maximum     Registration
to be  Registered   Registered1     Offering       Aggregate         Fee
                                    Price Per      Offering
                                     Share2         Price2
------------------------------------------------------------------------------
Common               2,000,000        $34.00      $68,000,000      $20,606
Stock,$1.00           shares 
par value 
------------------------------------------------------------------------------ 
 
 
 
 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    Pursuant to Rule 457(h), the offering price has been
      calculated on the basis of the exercise price of the options
      awarded under the plan described herein.
 
      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. 33-63183. 
 Pursuant to Rule 429(b), 392,626 shares are being carried
 forward from Registration Statement No. 33-63183 and in
 connection therewith a filing fee of $6,904.72 was previously
 paid for such 392,626 shares.
                                                                       
 The exhibit index is located on page 8 pursuant to  the
 sequential numbering system.
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 26, 1996, which sets forth the
           Registrant's audited consolidated financial statements
           and schedules for such fiscal year.
 
     (b)   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 up to $25 million limits 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) and $5 million deductible on amounts reimbursable to
 the Registrant.
 
 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
 
           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 11th day of
 October, 1996.
 
                               WINN-DIXIE STORES, INC.
                                    (Registrant)
 
 
                               By:  /s/ 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)
 
 
 /s/A. Dano Davis       Chairman of the Board    October 11, 1996
 A. Dano Davis          (Principal Executive 
                        Officer) and Director
 
 /s/Richard P. McCook   Financial Vice President October 11, 1996
 Richard P. McCook      (Principal financial
                        officer)
 
 
 /s/David H. Bragin     Treasurer (Principal     October 11, 1996
 David H. Bragin        accounting officer)
 
 
 /s/Robert D. Davis     Director                 October 11, 1996
 Robert D. Davis
 
 
 /s/T. Wayne Davis, Jr. Director                 October 11, 1996
 T. Wayne Davis, Jr.
(Signature)               (Title)                  (Date)    
 
 
 /s/Armando M. Codina        Director            October 11, 1996
 Armando M. Codina
 
 
 /s/Carleton T. Rider        Director            October 11, 1996
 Carleton T. Rider
 
 
 /s/James Kufeldt            President and       October 11, 1996
 James Kufeldt               Director
 
 
 /s/Radford D. Lovett        Director            October 11, 1996
 Radford D. Lovett
 
 /s/Charles H. McKellar      Executive Vice      October 11, 1996
 Charles H. McKellar         President and
                             Director
 
 
 /s/David F. Miller          Director            October 11, 1996
 David F. Miller
 
 
 /s/Charles P. Stephens      Director            October 11, 1996
 Charles P. Stephens
 
 
 Julia B. North           Director            October __, 1996
EXHIBIT INDEX
 
                                               Sequentially       
 Exhibit No.                                   Numbered Pages
 
 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       Revised Winn-Dixie Stock Purchase Plan for                   9-18
           Employees, as amended to date.
 
 5.1       Opinion of Counsel.                                         19-22
 
 21.1      Subsidiaries of the Company whose employees                 23
           are entitled to participate in the Revised
           Winn-Dixie Stock Purchase Plan for Employees. 
 
 23.1      Consent of KPMG Peat Marwick LLP.                           24-25
 
 23.2      Consent of Counsel (included in Exhibit 5).
Exhibit 4.3
 
 
 
 
                      WINN-DIXIE STORES, INC.
             REVISED STOCK PURCHASE PLAN FOR EMPLOYEES
 
                             ARTICLE I
 
                Designation and Purpose of the Plan
 
     The Plan shall be known as the "Revised Winn-Dixie Stock
 Purchase Plan for Employees" (the "Plan"). The purpose of the Plan
 is to encourage employees of Winn-Dixie Stores, Inc. (the
 "Company") and of any "Subsidiary" (a corporation in which all of
 the outstanding shares of capital stock of every class shall, at
 the time or times in question, be owned by the Company or any other
 Subsidiary of the Company) to purchase and own the Common Stock of
 Winn-Dixie Stores, Inc., thereby promoting their increased interest
 in the Company's affairs, growth and development.
 
                             ARTICLE II
 
                   Shares Available for Purchase
 
     Subject to the anti-dilution provisions contained herein, a
 maximum of 36,173,236 shares of the Company's Common Stock, having
 a par value of $1.00 per share, as constituted on November 30, 1995
 (the "Stock"), whether presently authorized and unissued or held in
 the Company's treasury or hereafter reacquired by the Company, may
 be issued and sold upon the exercise of options granted subsequent
 to October 2, 1964 pursuant to the Plan ("Options").  Such
 36,173,236 shares shall consist of the 36,173,236 shares of the
 Company's Common Stock heretofore authorized to be so issued and
 sold, including shares which were authorized to be issued and sold
 upon the exercise of options granted pursuant to the Company's now
 terminated Stock Purchase Plan for Employees (adopted in 1958), as
 amended (the "1958 Plan"), which were not so issued and sold.
 
     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 maximum number of shares of stock that may be
 issued and sold under the Plan, and the remaining number of shares
 of Stock that may thereafter be sold pursuant to the Plan or made
 subject to Options granted to any Eligible Employee pursuant to the
 Plan 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 made subject to Options
 granted to any Eligible Employee pursuant to the Plan 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
 
                         Eligible Employees
 
     Options may be granted under the Plan only to employees of the
 Company or of a Subsidiary, (1) who have an employment date of not
 less than one year prior to the date of the offering, (2) who are
 of legal age to purchase stock in the state of their residence, and
 (3) who are actively employed at the date of the offering.
 "Actively employed" means on the payroll and not on leave of
 absence (including workers' compensation, medical, military or
 other leaves).  Such employees are herein called"Eligible
 Employees". 
 
                             ARTICLE IV
 
                            Option Price
 
     The exercise price per share of Stock covered by any Option
 granted pursuant to the Plan shall be determined by the Committee
 referred to in Article V hereof, but shall be not less than 85% of
 the fair market value of the Stock at the time such Option is
 granted nor less than $1.00. 
 
                             ARTICLE V
 
                        Granting of Options
 
     A committee appointed by the Board of Directors of the
 Company, consisting of two or more members of the Board of
 Directors (the "Committee") shall, by decision of a majority
 thereof, determine in its sole and final discretion on the first
 business day of each month until such time as all shares of Stock
 available for purchase under the Plan have been sold, whether or
 not to grant Options for that month and, if Options are to be
 granted, what the option price per share shall be. 
 
     If any Options are granted for any month, as aforesaid,
 Options shall be granted to all employees who are Eligible
 Employees on the first business day of such month, upon the
 following terms and conditions:
1. The Committee shall have the authority to limit the
     maximum number of shares to be issued and sold upon the
     exercise of Options granted for any month to a number not to
     exceed the number of shares then authorized for sale pursuant
     to the Plan. Each Eligible Employee shall be granted an Option
     for the purchase of 3,000 shares of Stock less the number of
     shares previously purchased by such Eligible Employee pursuant
     to the Plan during the calendar year in which such Option is
     granted; provided, however, that no Eligible Employee shall be
     granted an Option if such Employee, immediately after the
     grant of such Option, would own, within the meaning of Section
     423(b)(3) of the Internal Revenue Code of 1986, as amended
     (the "Code"), stock possessing 5% or more of the total
     combined voting power or value of all classes of stock of the
     Company or of a "parent corporation" or "subsidiary
     corporation" of the Company, as defined in Section 425(e) and
     (f) of the Code; and provided further, that no employee shall
     be granted an Option which would permit such employee's rights
     to purchase shares of stock of any class of the Company or of
     a "parent corporation" or of a "subsidiary corporation" of the
     Company (as defined above) pursuant to all employee stock
     purchase plans of the Company and of any such "parent
     corporation" or "subsidiary corporation" to accrue at a rate
     which would exceed an aggregate of $25,000 of fair market
     value of such securities (determined at the time such Option
     is granted) in any calendar year. 
 
           2. Each Option granted hereunder and each right to
     purchase Stock pursuant to its exercise shall cease and
     terminate at the close of business on the last business day of
     the month for which said Option shall have been granted. 
 
                             ARTICLE VI
 
                      Options Not Transferable
 
     No Option granted to an employee to purchase shares of Stock
 pursuant to the Plan may be sold, pledged, assigned or transferred
 in any manner during such employee's lifetime, and upon the death
 of such employee said Option shall immediately cease and terminate. 
 
                            ARTICLE VII
 
         Amendment, Suspension and Termination of the Plan
 
     The Board of Directors of 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; and provided, further, that any such addition, amendment or
 repeal which shall change any of the terms of Articles II, III, IV,
 VI or VII hereof or which shall change any of the terms of Article
 V hereof except the number of shares of Stock which may be
 purchased by any Eligible Employee during any one calendar year
 shall be subject to approval by the Stockholders of the Company
 within twelve months after its adoption or such addition, amendment
 or repeal shall become null and void and any provision so attempted
 to be changed shall continue in full force and effect. 
 
                            ARTICLE VIII
 
           Provisions with Respect to Granting of Options
 
     Options shall be granted pursuant to the Plan only in
 accordance with the provisions set forth in Article V and this
 Article VIII of the Plan. 
 
     For the purpose of determining whether an employee has been
 employed by the Company and/or one or more Subsidiaries for less
 than one year, there shall be included in the term of such
 employee's employment any period of employment by any person, firm,
 organization or corporation all of whose outstanding shares of
 capital stock of every class and/or all or substantially all of
 whose operating assets and/or business shall have been acquired by
 the Company and/or one or more of its Subsidiaries prior to the
 time as of which such determination is made, and transfer from the
 employment of the Company to that of a Subsidiary or vice versa, or
 from the employment of one Subsidiary to that of another
 Subsidiary, shall not constitute a termination or interruption of
 the continuity of employment. 
 
     If the Committee shall determine to grant Options for any
 month as provided in the Plan, such determination, and the exercise
 price per share of Stock covered thereby, shall be communicated to
 all Eligible Employees within a reasonable time thereafter by
 posting written notice thereof in a conspicuous place in all
 offices, stores, warehouses, plants, garages and other facilities
 where any Eligible Employees are employed or by giving written
 notice in such other manner as the Committee in its sole discretion
 shall deem advisable. 
 
     No option shall be granted pursuant to the Plan unless a
 Registration Statement under the Securities Act of 1933, as
 amended, with respect to the shares of Stock covered thereby shall
 have been filed with the Securities and Exchange Commission or
 unless an exemption from registration in accordance with
 regulations duly promulgated by said Commission under said Act
 shall then be applicable, and 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 such a Registration
Statement shall be in effect and a prospectus with respect to such
 shares, which at the time of such exercise, sale or issue, as the
 case may be, meets the requirements of Section 10(a) of said Act,
 shall then be available for delivery to Eligible Employees or
 unless an exemption from registration in accordance with
 regulations duly promulgated by said Commission under said Act
 shall then be applicable. 
 
                             ARTICLE IX
 
                        Exercise of Options
 
     Subject to the provisions of the last paragraph of Article
 VIII hereof and to the conditions set forth in Article X hereof,
 Eligible Employees shall have the right to purchase shares of Stock
 upon exercise of Options in accordance with any of the following
 three methods: 
 
           1. Any Eligible Employee who holds an Option may exercise
     said Option during the month for which it was granted in whole
     at any one time, or in part from time to time (provided that
     each exercise shall be for ten or more shares of stock), by
     delivering a duly executed subscription agreement to the
     Company or its duly authorized agent or representative, such
     subscription agreement to be accompanied by payment in full in
     cash for such shares at the exercise price per share therefor. 
 
           2. Any Eligible Employee who holds an Option granted
     after July 11, 1969, may exercise said Option at any time
     during the month for which it was granted, to the extent of a
     maximum of 50 shares (but subject to the proviso that each
     such exercise shall be in increments of 5 shares but not less
     than 10 shares), by delivering a duly executed subscription
     agreement to the Company or its duly authorized agent or
     representative, such subscription agreement to be accompanied
     by payment in cash in the amount of at least $1.00 per share
     for each share purchased and by the Eligible Employee's
     non-interest bearing promissory note for the balance of the
     price of the shares to which such note relates at the exercise
     price per share therefor. No Eligible Employee may purchase
     more than an aggregate of 50 shares pursuant to Options
     granted after July 11, 1969 whether at one time or from time
     to time, through payment by such non-interest bearing
     promissory notes. 
 
           3. Subject to approval by the Committee in its discretion
     from time to time at the time of granting such Options, any
     Eligible Employee who holds an Option granted after October
     31, 1978 and who has theretofore purchased the maximum of 50
     shares through the delivery of a non-interest bearing
     promissory note as provided in paragraph 2 above may exercise
     said Option at any time during the month for which it was
granted, to the extent of a maximum of 25 shares (but subject
     to the proviso that each such exercise shall be for 10, 15, 20
     or 25 shares), by delivering a duly executed subscription
     agreement to the Company or its duly authorized agent or
     representative, such subscription agreement to be accompanied
     by payment in cash in the amount of at least $1.00 per share
     for each share purchased and by the Eligible Employee's
     promissory note, bearing interest at the rate determined by
     the Committee at the time of granting such Option, for the
     balance of the price of the shares to which such note relates
     at the exercise price per share therefor. No Eligible Employee
     may purchase more than an aggregate of 25 shares pursuant to
     Options granted after October 31, 1978 whether at one time or
     from time to time, through payment by such interest bearing
     promissory notes. 
 
     Payment for any shares purchased otherwise than through
 delivery of promissory notes as provided in paragraphs 2 and 3
 above shall be made in cash as provided in paragraph 1 above. 
 
     Such subscription agreement shall provide, with respect to any
 shares of Stock purchased pursuant to the Plan subsequent to
 January 1, 1988, that any such shares may be sold by the Eligible
 Employee who purchased such shares or any successor in interest in
 the event of such Eligible Employee's death, only by means of their
 tender to the Company. If such tender shall occur during the period
 of two years following the purchase of the shares of Stock so
 purchased, the Company, if it shall accept such tender, shall pay
 for such shares the same price paid to the Company by the Eligible
 Employee therefor.  If such tender shall occur more than two years
 after the purchase of the shares of Stock so purchased, the
 Company, if it shall accept such tender, shall pay for such shares
 the market price of such shares on the date of the receipt by the
 Company of their tender to the Company. In such subscription
 agreement such Eligible Employee shall agree with the Company that
 certificates for shares of Stock so purchased by such Employee may
 bear the following legend: 
 
     "The shares of the Common Stock of Winn-Dixie Stores,
     Inc. represented by this certificate are subject to the
     provisions of Article IX of the Revised Stock Purchase
     Plan for Employees, as amended, of Winn-Dixie Stores,
     Inc. Such shares may be sold by the holder thereof only
     by means of their tender to Winn-Dixie Stores, Inc. for
     the applicable consideration set forth in such Article
     IX, unless the Company shall not accept the tender of
     such shares, in which case the shares may be sold by the
     holder thereof, free of any restrictions or limitations." 
 
     In any case in which payment is made in part by promissory
 note the certificate representing the shares of Stock purchased
 shall be issued in the name of the Eligible Employee so purchasing
the same and shall be endorsed by the Eligible Employee in blank
 (or accompanied by a duly executed stock power) and delivered to
 and pledged with the Company as security for the note, and a pledge
 agreement shall be entered into by such Eligible Employee and the
 Company. The pledge agreement shall provide that (i) no certificate
 for pledged shares of Stock shall be redelivered to the pledgor
 until the promissory note (together with all interest thereon, if
 any) has been paid in full and (ii) provided that there has been no
 default under the terms and provisions of the promissory note, the
 Company will not cause the certificate for the pledged shares of
 Stock to be transferred out of the name of the pledgor and the
 pledgor shall have the right to vote such shares of Stock at all
 meetings of the stockholders of the Company and shall receive all
 cash dividends paid on such shares. The pledge agreement shall
 contain such other provisions as the Company may deem advisable. 
 
     The principal of the promissory note shall be payable in equal
 installments payable weekly or monthly depending upon whether the
 pledgor is paid on a weekly or monthly basis, of such amount as may
 be determined by the payroll department of the division or office
 in which the pledgor is employed (but which equal installments
 shall, in each case, be payable over a period of no less than three
 years), and the pledgor shall give a written authorization to such
 payroll department, on such form or forms as may be furnished by
 the Company, authorizing the deduction each week or month, as the
 case may be, during the term of the note of the amount of such
 weekly or monthly installment. Interest, if any, on the unpaid
 portion of such promissory note shall accrue from the date thereof
 at the rate per annum determined by the Committee at the time of
 granting the Option to which such promissory note relates. The
 amount of accrued interest payable, if any, on each payment date
 shall be added to the amount payable on account of principal, and
 shall be included in the payroll deduction referred to in the
 preceding sentence. If the pledgor shall cease to be employed by
 the Company and/or its Subsidiaries, the pledgor shall continue to
 make the same payments as were made while the pledgor was so
 employed until the promissory note shall be paid in full. 
 
     In the event of a default in the prompt payment of accrued
 interest on or any installment due on the principal of, any
 promissory note, unless such interest or installment shall have
 been paid prior to the expiration of 10 days after notice of such
 default to the pledgor, the principal balance, if not already due
 and payable, shall become due and payable and the Company shall
 thereafter be entitled: 
 
     (a) To collect and receive all dividends on the pledged
     shares; and 
 
     (b) To sell or cause to be sold at such price or prices as the
     Company may deem best all or any of the pledged shares,
     without demand of performance or notice of intention to sell.
The proceeds of any such sale and any monies collected,
 received or otherwise realized by the Company from the pledged
 shares, shall be applied as follows: 
 
     (a) To the expenses of such sale or realization and all other
     expenses of the Company under the pledge agreement; 
 
     (b) To the payment of accrued interest, if any, then due and
     payable on the note; 
 
     (c) To the payment of the principal of the note; and 
 
     (d) Any balance thereafter remaining shall be paid to the
     pledgor or to whomsoever may be lawfully entitled to receive
     the same. 
 
     In the event that the balance due from the pledgor at the time
 of any default exceeds the net proceeds from such sale, the pledgor
 shall be and remain liable for such excess. 
 
     No installment of the principal upon any promissory note may
 be prepaid by the pledgor at any time, either in whole or in part.
 Upon payment in full of the final installment of the principal of
 the promissory note when due, and not before, the pledged shares of
 Stock shall be redelivered to the pledgor and become the pledgor's
 sole property free of any pledge or lien created hereby. 
 
     The date on which a duly executed subscription agreement shall
 be received by the Company or its duly authorized agent or
 representative, in accordance with any of the above methods, shall
 be deemed to be the "Date of Subscription" with respect to the
 shares subscribed for, for all purposes of the Plan. 
 
                             ARTICLE X
 
               Conditions on the Exercise of Options
 
     The exercise of Options shall be subject to the following
 conditions: 
 
           1. Each employee exercising an Option must on each Date
     of Subscription be an Eligible Employee. 
 
           2. In case there shall not be a sufficient number of
     shares of Stock available, either because of the limitations
     imposed by Article II hereof, or because the Committee shall
     have limited the maximum number of shares to be issued and
     sold in accordance with the provisions of subparagraph 1 of
     the second paragraph of Article V hereof, to issue all of the
     shares otherwise issuable upon the exercise of Options,
     subscriptions pursuant to the exercise of Options shall be
     filled in the following order of priority:
(a) before any other subscriptions are filled in whole or
           in part, all subscriptions pursuant to the exercise of
           Options pursuant to Paragraph 2 of Article IX hereof
           shall be filled in their entirety; or if insufficient
           shares are available to fill all such subscriptions in
           their entirety, the available shares shall be prorated
           among Eligible Employees exercising Options pursuant to
           Paragraph 2 of Article IX by applying to the number of
           shares to which each such exercise relates the ratio of
           the aggregate number of shares available to the aggregate
           number of all such Options exercised. 
 
           (b) after all subscriptions referred to in (a) above
           shall have been filled, the Committee shall, in its
           discretion, fix and determine a number of shares of Stock
           (but not in excess of 100 shares) for which subscriptions
           shall be filled (i) in whole in the case of each Eligible
           Employee exercising an Option to purchase up to the
           number of shares so fixed and determined, and (ii) to the
           extent of the number of shares so fixed and determined in
           the case of each Eligible Employee exercising an Option
           to purchase a number of shares greater than that so fixed
           and determined. 
 
           (c) after all subscriptions referred to in (a) and (b)
           above shall have been filled, the remainder of each
           subscription for a number of shares greater than that
           fixed and determined by the Committee pursuant to (b)
           above shall be filled by applying to such greater number
           of shares the ratio of all shares which remain available
           after all subscriptions referred to in (a) and (b) above
           shall have been filled to the aggregate number of shares
           for which subscriptions remain to be filled upon the
           exercise of Options pursuant to this clause (c). 
 
                             ARTICLE XI
 
                      Issuance of Certificates
 
     Certificates for shares of Stock purchased by an Eligible
 Employee upon exercise of an Option shall be issued and delivered
 to such Employee as soon as practicable after the end of the month
 of such exercise. In the case of those shares payment for which was
 made in part by promissory note, said shares shall be immediately
 redelivered to the Company and pledged as security for the
 promissory note as provided in Article IX hereof. 
 
     Certificates for shares of Stock purchased by an Eligible
 Employee upon exercise of an Option subsequent to January 1, 1988
 shall bear the legend set forth in Article IX hereof.
ARTICLE XII
 
                        Rights of Employees
 
     An Eligible Employee 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 such Eligible Employee pursuant to its exercise. 
 
                            ARTICLE XIII
 
                     Interpretation of the Plan
 
     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, unless otherwise determined by the
 Board of Directors of the Company, be final. The Company may
 prescribe administrative rules under the Plan.
Exhibit 5.1
 
 
                         OPINION OF COUNSEL
LeBOEUF, LAMB, GREENE & MACRAE, L.L.P.
                         50 N. Laura Street
                             Suite 2800
                       Jacksonville, FL 32202
 
 
 
 
                               October 11, 1996
 
 
 Winn-Dixie Stores, Inc.
 5050 Edgewood Court
 Jacksonville, FL 32254
 
     Re:   Revised Winn-Dixie Stock Purchase Plan for
           Employees - 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 2,000,000 shares of the Company's
 common stock, par value $1.00 per share (the "Common Shares"),
 pursuant to the Revised Winn-Dixie Stock Purchase Plan for
 Employees (the "Plan").
 
     In rendering this opinion, we have examined: (a) the
 Registration Statement; (b) the Company's prospectus, dated October
 11, 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.
Winn-Dixie Stores, Inc.
 October 11, 1996
 Page 2
 
 
     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
 October 10, 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.
Winn-Dixie Stores, Inc.
 October 11, 1996
 Page 3
 
 
     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 or the rules or regulations
 of the Securities and Exchange Commission promulgated thereunder.
 
                                    Very truly yours,
 
 
                                    LeBOEUF, LAMB, GREENE &
                                    MACRAE, L.L.P.
Exhibit 21.1
 
 
 
 

Subsidiary                           State of Incorporation
------------------------------------------------------------
Astor Products, Inc.                        Florida
Deep South Products, Inc.                   Florida
Dixie Packers, Inc.                         Florida
Fairway Food Stores Co., Inc.               Florida
Monterey Canning Co.                       California
W-D (Bahamas) Limited                    Bahama Islands
  Bahamas Super Markets Limited          Bahama Islands
    The City Meat Markets Limited        Bahama Islands
Winn-Dixie Atlanta, Inc.                    Florida
Winn-Dixie Charlotte, Inc.                  Florida
Winn-Dixie Louisiana, Inc.                  Florida
Winn-Dixie Midwest, Inc.                    Florida
Winn-Dixie Montgomery, Inc.                 Kentucky
Winn-Dixie Raleigh, Inc.                    Florida
Winn-Dixie Texas, Inc.                       Texas
Exhibit 23.1
 
 
                         AUDITORS' 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
 29, 1996, relating to the consolidated balance sheets of Winn-Dixie
 Stores, Inc., and subsidiaries as of June 26, 1996, and June 28,
 1995, 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
 26, 1996, which reports appear in the June 26, 1996, annual report
 on Form 10-K of Winn-Dixie Stores, Inc.
 
 
                               /s/ KPMG Peat Marwick, L.L.P.
                               KPMG PEAT MARWICK, L.L.P.
                               Certified Public Accountants
 
 
 Jacksonville, Florida
 October 11, 1996