As filed with the Securities and Exchange Commission on August 22, 2000
                              Registration No. 333-


                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

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

       WINN-DIXIE STORES, INC. STOCK OPTION AGREEMENT FOR ALLEN R. ROWLAND

   WINN-DIXIE STORES, INC. RETENTION AND ATTRACTION PROGRAM PLAN CONSISTING OF
                            STOCK OPTION AGREEMENTS
                              FOR CERTAIN EMPLOYEES
                            (Full title of the plans)

                               E. Ellis Zahra, Jr.
                    Senior 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:
                                Michael B. Kirwan
                     LeBoeuf, Lamb, Greene & MacRae, L.L.P.
                               50 N. Laura Street
                                   Suite 2800
                           Jacksonville, Florida 32202
                              --------------------
                         CALCULATION OF REGISTRATION FEE
[GRAPHIC OMITTED]

                                         Proposed      Proposed     Amount of
Title of Securities     Amount to         Maximum      Maximum    Registration
to be Registered            be           Offering      Aggregate       Fee
Common Stock, $1.00    Registered(1)     Price Per     Offering
par value                                 Share(2)      Price(2)

                         500,000         $ 27.00     $13,500,000.00

                         530,836           20.00      10,616,720.00

                           5,000           17.5625        87,812.50   $ 9,009.41

                          10,000           17.375        173,750.00

                          90,000           16.625      1,496,250.00

                           3,000           15.00          45,000.00

                         561,164           14.625      8,207,023.50
[GRAPHIC OMITTED]

(1)  The  Securities to be  registered  include  500,000  shares of Common Stock
     issuable  under the  individual  stock  option  agreement  listed above and
     1,200,000  issuable  under  the  stock  option  agreements  comprising  the
     retention  and  attraction  program  (the "Option  Agreements"),  plus such
     indeterminate  number of additional shares as may become available for sale
     pursuant to the  anti-dilution  provisions of such Option  Agreements.

(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  Option
     Agreements. [GRAPHIC OMITTED]

The  exhibit  index is located on page 8 pursuant  to the  sequential  numbering
system.


<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents  containing the information  required by Part I have been
sent or given to the individuals set forth in the option agreements  included as
exhibits  herein  pursuant  to Rule 428 under  the  Securities  Act of 1933,  as
amended (the "Securities Act of 1933").

         A  description  of the  Registrant's  Common  Stock is  included in the
documents containing the information required by Part I.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.
------    ---------------------------------------

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

         (a)      The  Registrant's  Annual  Report on Form 10-K for the  fiscal
                  year ended June 28,  2000,  which sets forth the  Registrant's
                  audited  consolidated  financial  statements and schedules for
                  such fiscal year.

         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


                                       2
<PAGE>

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 XIV 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,  against  liability  incurred in  connection  with any
proceeding  if  such  person  acted  in good  faith  and in a  manner  he or she
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.

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

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

Item 7. Exemption from Registration Claimed.
------ -----------------------------------

            Not Applicable

Item 8. Exhibits.
------ --------

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

Item 9. Undertakings.
------ ------------

         (a)      The undersigned Registrant hereby undertakes:

               (1)  To file,  during  any  period  in which  offers or sales are
                    being made, a post-effective  amendment to this Registration
                    Statement:

                    (i)  To include any prospectus  required by section 10(a)(3)
                         of the Securities Act of 1933;

                                       3
<PAGE>

                    (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

                                       4
<PAGE>

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.



                                       5
<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 9th day of
August, 2000.

                                                      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            August 9, 2000
--------------------
    A. Dano Davis                    and Director


/s/ Allen R. Rowland          President, Chief Executive Officer, August 9, 2000
--------------------
    Allen R. Rowland          and Director (Principal executive
                                            officer)


/s/ Richard P. McCook            Senior Vice President and        August 9, 2000
---------------------
    Richard P. McCook              Chief Financial Officer
                                 (Principal financial officer)


/s/ D. Michael Byrum              Vice President, Corporate       August 9, 2000
---------------------
    D. Michael Byrum           Controller and Chief Accounting
                             Officer (Principal accounting officer)

/s/ Robert D. Davis                     Director                  August 9, 2000
---------------------
    Robert D. Davis

                                       6
<PAGE>


      (Signature)                       (Title)                      (Date)

/s/ T. Wayne Davis, Jr.                 Director                  August 9, 2000
-----------------------
    T. Wayne Davis, Jr.


/s/ Armando M. Codina                   Director                  August 9, 2000
-----------------------
    Armando M. Codina


/s/ Carleton R. Rider                   Director                  August 9, 2000
-----------------------
    Carleton T. Rider


/s/ Radford D. Lovett                   Director                  August 9, 2000
-----------------------
    Radford D. Lovett


/s/ Charles P. Stephens                 Director                  August 9, 2000
-----------------------
    Charles P. Stephens


/s/ Julia B. North                       Director                 August 9, 2000
-----------------------
    Julia B. North


                                       7
<PAGE>




                                  EXHIBIT INDEX




         Exhibit                                                   Sequentially
         No.                                                         Numbered
                                                                      Pages

         4.1(a)    Restated Articles of Incorporation as amended
                   as filed with the Secretary of State of Florida
                   (incorporated by reference to Exhibits 3.1 and
                   3.1.1 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 3.1.2 to
                   Form 10-Q for the quarter ended January 11, 1995).

         4.1(c)    Amendment to Restated Articles of Incorporation
                   (incorporated by reference to Exhibit 3.1.3 to
                   Form 10-Q for the quarter ended September 17, 1997).


         4.2       Restated By-laws as amended (incorporated by
                   reference to Exhibit 3.2 to Form 10-K for the
                   year ended June 28, 2000).


         4.3       Winn-Dixie Stores, Inc. Stock Option Agreement
                   for Allen R. Rowland.                            9 through 12

         4.4       Winn-Dixie Stores, Inc. Stock Option Agreement
                   Form for option agreements comprising the
                   retention and attraction  program.*             13 through 19

         5.1       Opinion of Counsel.                             20 through 21

         23.1      Consent of KPMG LLP.                                       22

         23.2      Consent of Counsel (included in Exhibit 5).

* Substantially  identical Stock Option Agreements have been omitted pursuant to
Instruction  2 to Item 601 of Regulation  S-K (see schedule  attached as Exhibit
4.5).


                                       8
<PAGE>


                                                                     Exhibit 4.3

                             WINN-DIXIE STORES, INC.

                             STOCK OPTION AGREEMENT


     THIS AGREEMENT is dated as of the 23rd day of November, 1999 by and between
WINN-DIXIE STORES, INC., a Florida corporation  ("Company") and Allen R. Rowland
("Optionee");

         IT IS HEREBY AGREED:

         I.       GRANT OF OPTION.
                  ---------------

         The  Company  hereby  grants to Optionee  the option to  purchase  Five
Hundred  Thousand  (500,000)  shares of Stock  (the  "Option"),  at the price of
$27.00 per share,  which price is the fair market value of the stock on the date
on which the Option is granted.  "Stock" shall mean the Company's  Common Stock,
having a par  value of  $1.00  per  share,  as  constituted  on the date of this
Agreement,  whether  presently  authorized and unissued or held in the Company's
treasury, or hereafter reacquired by the Company.

         The  Option  is  granted  pursuant  to and as  provided  in  Optionee's
Employment Agreement with the Company,  dated November 23, 1999 (the "Employment
Agreement")  and is  subject  to the  terms  and  conditions  of the  Employment
Agreement and this Agreement.

         II.      EXPIRATION AND TERMINATION OF OPTION.
                  ------------------------------------

         Subject to the  provisions  of Article III hereof,  the Option shall be
exercisable on or before  November 23, 2009, at the end of which period it shall
expire and become void (unless  previously  expired and deemed void  pursuant to
Article III) to the extent it then remains unexercised.

         If Optionee  shall cease to be employed by the Company (a)  following a
Change  in  Control  (as  that  term is  defined  in  subparagraph  15(i) of the
Employment  Agreement),  (b) upon a termination of the Optionee's  employment by
the  Company  for other  than  Cause (as that term is  defined  in  subparagraph
4(b)(ii) of the  Employment  Agreement)  or by the  Optionee for Good Reason (as
that term is defined in subparagraph 4(c)(ii) of the Employment  Agreement),  or
(c) upon termination of the Optionee's employment due to death or Disability (as
that term is defined in  subparagraph  4(c) of the  Employment  Agreement),  the
Option shall become fully vested and  exercisable  and shall remain  exercisable
during the twenty-four (24) month period immediately  following such termination
of employment  (unless the Option shall sooner expire,  pursuant to the terms of
this  Agreement,  on  November  23,  2009),  exercise  such  Option,  and at the
expiration of such  twenty-four  (24) months,

                                       9
<PAGE>

the Option (unless it shall have sooner expired  pursuant to the first paragraph
of this Article II) shall  terminate  and become void to the extent that it then
remains unexercised.




         If  Optionee  shall  cease to be employed by the Company for any reason
other than as set forth in the preceding paragraph,  the Option may be exercised
to the extent vested and exercisable  (determined pursuant to Article III hereof
as of  the  date  of  employment  termination)  within  the  three-month  period
immediately  following the date of employment  termination (unless it shall have
expired sooner  pursuant to the first  paragraph of this Article II), at the end
of which period the Option shall terminate and become void in its entirety.  Any
portion of the Option not vested on the date of a termination  of employment for
a reason other than as set forth in the preceding  paragraph  shall  immediately
terminate and become void as of the date of employment termination.

         This  Option  Agreement  does not confer upon  Optionee  any right with
respect to  continuance  of  employment  by the Company.  All of such rights are
contained in the Employment Agreement.

         III.     EXERCISE OF OPTION.
                  ------------------

         Subject to the provisions of Article II hereof,  fifty percent (50%) of
the Option (i.e.  250,000 shares out of the 500,000) shall be exercisable during
the term set  forth in  Article  II  hereof  at any time  after the date of this
Agreement  and the  remaining  fifty  percent  (50%) of the  Option  (i.e.,  the
remaining  250,000 out of the 500,000) shall be exercisable  during the term set
forth in Article II hereof at any time after the first annual anniversary of the
date of this Agreement.

         The Option, when exercisable,  may be exercised (a) by Optionee, (b) in
the event of a transfer  of the  Option  pursuant  to  Article  IV hereof,  by a
transferee of the Option,  or (c) in the event of the death of the Optionee,  by
the person or  persons to whom the Option  passes by will or the laws of descent
and  distribution,  in  whole  at any  time or in part  from  time to  time,  by
submitting written notice thereof to the Company or its duly authorized agent or
representative  on such forms as may be provided by the Company,  accompanied by
payment in full (i) in cash,  (ii) using  shares of the  Company's  common stock
that have been held by the Optionee for at least six months prior to the date of
exercise,  (iii) by delivery (on a form  approved by the Committee (as that term
is defined in the Company's Key Employee  Stock Option Plan,  effective  January
24,  1990,  as  amended  August 2, 1999 (the  "Committee")))  of an  irrevocable
direction to a  securities  broker  approved by the  Committee to sell shares of
Stock  subject to the Option and to deliver all or part of the sale  proceeds to
the Company in payment of the  aggregate  exercise  price,  or (iv) by any other
method the Committee deems  acceptable from time to time in its sole discretion.
Shares used to satisfy the  exercise  price shall be valued at their fair market
value on the date of exercise.

         IV.      TRANSFER OF OPTION.
                  ------------------

         The Option and any right(s) of Optionee hereunder to purchase shares of
Stock may not be sold,  pledged,  assigned or transferred by Optionee  otherwise
than (a) by will or the laws of descent and distribution,  or (b) by gift to any
member of the Optionee's  immediate family or to a trust for the benefit of such
immediate family member.  Any transferee of this Option

                                       10
<PAGE>

shall receive the Option subject to all of the terms and conditions contained in
this  Agreement and the Employment  Agreement.  For purposes of this Article IV,
the  term  "immediate  family"  shall  mean  the  Optionee's  spouse,  children,
stepchildren,   grandchildren   (including   relationships  arising  from  legal
adoption), and parents.


         V.       ANTI-DILUTION.
                  -------------

         If any change in the outstanding shares of Stock (including an exchange
of the Stock for stock or other  securities  of another  corporation)  occurs by
reason of a Stock dividend or split,  recapitalization,  merger,  consolidation,
combination, exchange of shares or other similar corporate change, the Committee
shall, in its sole discretion,  determine whether such change equitably requires
a change in the number and type of shares subject to this Option and whether the
purchase price of stock subject to this Option (i.e.,  the exercise price) shall
be equitably adjusted;  provided that, the Committee shall make such adjustments
to the extent  necessary  to preserve the  economic  intent of this Option.  Any
adjustment  made by the Committee in good faith shall be conclusive.  Fractional
shares  resulting from any such adjustment shall be rounded to the nearest whole
share.

         VI.      RIGHTS OF OPTIONEE.
                  ------------------

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

         VII.     ADMINISTRATION.
                  --------------

         Consistent  with  the  terms  of  this  Agreement  and  the  Employment
Agreement,  the  Committee  shall  administer  this  Option  and shall  make all
determinations   as  to  any  question  that  may  arise  with  respect  to  the
interpretation,  intent or administration of this Agreement.  All determinations
made by the  Committee  with  respect to this  Agreement  shall be final  unless
determined  otherwise in good faith by the Board of Directors of the Company. In
the  event  of any  dispute  relating  to the  terms  of this  Agreement  or the
Committee's  and/or  the  Company's  Board  of  Director's  determinations  made
hereunder,  such  dispute  shall be  settled  in  accordance  with  the  dispute
resolution procedures set forth in the Employment Agreement (as in effect on the
date of such  dispute or, if earlier,  the date when the  Optionee's  employment
terminates).

         VIII.    WITHHOLDING.
                  -----------

         The  Company   shall  have  no  obligation  to  deliver  a  certificate
evidencing  the Shares  purchased  upon exercise of this Option unless and until
withholding arrangements satisfactory to the Company are made.


                                       11
<PAGE>

         IX.      REGISTRATION OF SHARES.
                  ----------------------

         The  Shares  subject  to this  Option  shall be  registered  under  the
Securities  Act of 1933, as amended,  at the time of, or as soon as  practicable
after, the execution of this Agreement.

         X.       AMENDMENT.
                  ---------

         This Agreement may be amended only upon mutual written  consent of both
of the parties hereto.




IN WITNESS  WHEREOF,  the parties have executed this  Agreement the day and year
first above written.


                                                     WINN-DIXIE STORES, INC.


                                                      By: /s/ A. Dano Davis
                                                          -----------------
                                                            Its Chairman


                                                  Attest: /s/ Judith W. Dixon
                                                          -------------------
                                                            Its Secretary

                                                         /s/ Allen R. Rowland
                                                         --------------------
                                                             Allen R. Rowland



                                       12
<PAGE>


                                                                     Exhibit 4.4

                             WINN-DIXIE STORES, INC.

                             STOCK OPTION AGREEMENT


         THIS  NONQUALIFIED  STOCK OPTION AGREEMENT (the  "Agreement"),  entered
into and effective as of the __th day of __________,  2000 (the  "Effective Date
of Grant") by and between  WINN-DIXIE STORES,  INC., a Florida  corporation (the
"Company") and (FirstName) (LastName),  (the "Optionee")  implements  the  grant
of a  Stock  Option  (the  "Option")  pursuant  to  action  of the  Compensation
Committee (the  "Committee")  appointed by the Board of Directors of the Company
(the "Board"), subject to the terms and conditions set forth below.

         WHEREAS,  the Company wishes to ensure,  to the extent  practical,  the
continued  employment and motivation of the Optionee by granting the Optionee an
opportunity to acquire shares of the Company's common stock; and

         WHEREAS,  the Company and the  Optionee  desire to enter into a written
agreement with respect to such Option;

         NOW,  THEREFORE,  in consideration  of the mutual  covenants  contained
herein, the Company and the Optionee agree as follows:

         I.       GRANT OF OPTION.

         Subject to the terms, restrictions,  limitations, and conditions stated
herein,  the Company  hereby grants to Optionee,  not in lieu of salary or other
compensation,  the option to purchase _______________  (_______) shares of Stock
at the price of $_____ per share,  which price was the fair market  value of the
Stock on the Effective Date of Grant.  For purposes of this  Agreement,  "Stock"
shall mean the Company's Common Stock, having a par value of $1.00 per share, as
constituted  on the date of this  Agreement,  whether  presently  authorized and
unissued or held in the  Company's  treasury,  or  hereafter  reacquired  by the
Company.

         II.      OPTION TERM.

         The Option  shall expire and become void on the earlier of (i) the date
specified in Article IV hereof  following  termination of  employment,  (ii) ten
(10)  years  after the  Effective  Date of Grant or (iii) the date the Option is
fully exercised.


                                       13
<PAGE>

         III.     VESTING AND EXERCISE OF THE OPTION.
                  ----------------------------------

     (a) The Option shall be vested and  exercisable  pursuant to the  following
schedule, provided the Optionee has been in the continuous employ of the Company
through the periods set forth:


         Anniversary of                             Percentage of Option that is
      Effective Date of Grant                           Vested and Exercisable
      -----------------------                      -----------------------------
                1st                                              20%

                2nd                                              40%

                3rd                                              60%

                4th                                              80%

                5th                                              100%


If the Optionee's  employment is terminated  prior to the 5th anniversary of the
Effective  Date of Grant,  Option shall be vested and  exercisable to the extent
provided in the  preceding  schedule,  plus,  a portion of the 20% of the Option
that would have become exercisable at the next anniversary of the Effective Date
of  Grant  shall  become  exercisable,  such  portion  to be  determined  by the
Compensation  Committee  based  on  the  number  of  days  completed  since  the
immediately preceding anniversary of the Effective Date of Grant.

     (b) Shares  purchased  pursuant to this Agreement shall be paid for in full
at the time of such  purchase in cash, or by any other method that the Committee
deems  acceptable in its sole  discretion,  or by any combination  thereof.  The
Option shall be deemed  exercised,  and the Shares  purchased  thereby  shall be
deemed issued, as of the date such payment is received by the Company.

     (c) The Option, when exercisable,  may be exercised by Optionee (or, in the
event of the death of the Optionee,  by the person or persons to whom the Option
passes by will or the laws of descent and  distribution) in whole at any time or
in part from time to time (provided that each exercise shall be for 1,000 shares
of Stock, or any multiple thereof,  unless there shall be less than 1,000 shares
remaining  subject to exercise,  in which event such  exercise  shall be for the
full number of shares  remaining  subject to  exercise)  by  submitting  written
notice thereof to the Company or its duly authorized agent or  representative on
such forms as may be provided by the Company  accompanied by payment in full, in
cash, for the shares to be purchased.

     (d) Immediately preceding the occurrence of a Change of Control, as defined
below, the Option shall become  immediately  fully vested and  exercisable.  For
purposes of this section, the term "Change of Control" shall mean:

                                       14
<PAGE>


          (i)  any  person  (as  such  term  is used  in  Section  13(d)  of the
     Securities  Exchange Act of 1934 (the "Act"),  excluding  (A) those persons
     and  entities  included in the joint  Schedule  13(G) filing filed with the
     Securities and Exchange Commission on February 12, 1999, and all current or
     future heirs,  successors  and affiliates to such persons and all trusts or
     other  entities  established  or  maintained,   or  to  be  established  or
     maintained, for the benefit of such persons and their heirs, successors and
     affiliates  (collectively,  the "Davis  Family"),  (B) any employee benefit
     plan or related  trust  sponsored  or  maintained  by the Company and (C) a
     corporation  or other  entity  owned,  directly  or  indirectly,  by all or
     substantially  all of the shareholders of the Company  immediately prior to
     the transaction in substantially the same proportions as their ownership of
     stock of the Company ("Person")),  becoming the beneficial owner,  directly
     or  indirectly,  of  twenty-five  (25)  percent or more of the  outstanding
     voting  stock of the  Company  requiring  the  filing of a report  with the
     Securities  and  Exchange  Commission  under  Section  13(d)  of  the  Act;
     provided, that, at the time of the acquisition of such beneficial ownership
     interest,  such  Person's  beneficial  ownership  interest  in the  Company
     exceeds that of the Davis Family;

          (ii)   consummation  of  a  merger,   consolidation,   liquidation  or
     dissolution of the Company,  or the sale of all or substantially all of the
     assets of the Company (a  "Business  Combination"),  in each case,  unless,
     following  such  Business  Combination,  all  or  substantially  all of the
     shareholders of the Company immediately prior to such Business  Combination
     beneficially own,  directly or indirectly,  more than fifty (50) percent of
     the then  outstanding  shares of common stock and the combined voting power
     of the then outstanding voting securities entitled to vote generally in the
     election of  directors  of the  corporation  resulting  from such  Business
     Combination; or

          (iii) during any period of 24 consecutive  months,  individuals who at
     the  beginning of such period  constitute  the Board and any new  directors
     whose  election by the Board or  nomination  for election by the  Company's
     shareholders  was approved by a vote of at least 2/3 of the directors  then
     still in office who either were directors at the beginning of the period or
     whose election or nomination for election was previously so approved, cease
     for any reason to constitute a majority of the Board.

                    IV. EXPIRATION AND TERMINATION OF OPTION.
                      ------------------------------------

     (a) In the event the Optionee shall cease to be employed by the Company for
any reason  other than  death,  the Option may be  exercised  to the extent then
vested and  exercisable (as determined  pursuant to Article III hereof),  within
the three month period following termination of employment (unless it shall have
expired  sooner  pursuant to Article  II). At the end of the three month  period
following termination of employment, the Option shall terminate and become void.

     (b) In the event of the death of the  Optionee  while in the  employ of the
Company,  such  Option  shall be  exercisable  to the  extent  then  vested  and
exercisable  as  determined  pursuant to Article III hereof)  within one year of
such date of death (unless it shall have expired sooner pursuant to Article II),
but  only by the  person  or  persons  to whom  such  Option  shall  pass by the
Optionee's will or the laws of descent and distribution.  At the end of such one
year period, the Option (unless it shall have expired sooner pursuant to Article
II) shall terminate and become void.

                                       15
<PAGE>

     (c) Leaves of absence may be granted to the Optionee  because of illness or
for such other reasons as the Committee may determine, without such leaves being
considered a termination of employment.



                                V. ANTI-DILUTION.
                                  -------------

     If any change in the outstanding  shares of Stock (including an exchange of
the Stock for stock or other securities of another corporation) occurs by reason
of  a  stock  dividend  or  split,   recapitalization,   merger,  consolidation,
combination, exchange of shares or other similar corporate change, the Committee
shall, in its sole discretion,  determine whether such change equitably requires
a change in the number and type of shares subject to this Option and whether the
purchase price of stock subject to this Option (i.e.,  the exercise price) shall
be equitably adjusted. Any adjustment made by the Committee shall be conclusive.
Fractional  shares  resulting from any such  adjustment  shall be rounded to the
nearest whole share.

                             VI. RIGHTS OF OPTIONEE.
                               ------------------

     (a) The Optionee  shall not have any rights as a stockholder of the Company
by virtue  of the  Option  until  the date of  issuance  of the  certificate  or
certificates for the shares of Stock purchased by Optionee  pursuant to exercise
of the Option.

     (b) This Option  Agreement does not confer upon the Optionee any right with
respect to continuance of employment by the Company.

     (c) Neither the Option nor any right of the Optionee  hereunder to purchase
shares of Stock may be sold,  pledged,  assigned or  transferred by the Optionee
otherwise than by will or the laws of descent and distribution,  and such Option
shall be exercisable,  during the Optionee's  lifetime,  only by the Optionee or
his or her court appointed guardian.

                    VII. COMPLIANCE WITH REGULATORY MATTERS.
                       ----------------------------------

     The  Optionee  acknowledges  that the  issuance of Shares of the Company is
subject to  limitations  imposed by federal  and state  laws,  and the  Optionee
hereby  acknowledges and agrees that the Company shall not be obligated to issue
any of the Shares upon exercise of the Option if such  issuance  would cause the
Company to violate any law,  rule,  regulation,  order or consent  decree of any
regulatory authority (including, without limitation, the Securities and Exchange
Commission) having jurisdiction over the affairs and/or the capital stock of the
Company.  The Optionee  agrees that he or she will provide the Company with such
information  as is  reasonably  requested  by  the  Company  or its  counsel  to
determine  whether the issuance of the Shares  complies  with the  provisions of
this Article VII.


                                       16
<PAGE>


                              VIII. ADMINISTRATION.
                                 --------------

     The   Committee   shall   administer   this   Option  and  shall  make  all
determinations   as  to  any  question  that  may  arise  with  respect  to  the
interpretation,  intent or administration of this Agreement.  All determinations
made by the  Committee  with  respect to this  Agreement  shall be final  unless
determined otherwise by the Board.



                                IX. WITHHOLDING.
                                   -----------

     The Committee will make whatever  arrangements  the Company deems necessary
or  appropriate  to comply with all  applicable  withholding  requirements.  The
Committee  and the Company  shall have no  obligation  to deliver a  certificate
evidencing  the Shares  purchased  upon  exercise of the Option unless and until
withholding  arrangements  satisfactory  to the Company are made. The Optionee's
failure  to  comply  with  required  withholding  arrangements  shall  result in
forfeiture of any benefits hereunder.

                                X. MISCELLANEOUS.
                                   -------------

     (a) This  Agreement  shall be  binding  upon the  parties  hereto and their
representatives, successors and assigns.

     (b) This  Agreement is executed and  delivered in, and shall be governed by
the laws of, the State of Florida,  and, as applicable,  the federal laws of the
United States of America.

     (c) Any requests or notices to be given  hereunder  shall be deemed  given,
and any elections or exercises to be made or  accomplished  shall be deemed made
or accomplished,  upon actual delivery thereof to the designated  recipient,  or
three (3) days after  deposit  thereof in the United  States  mail,  registered,
return receipt requested and postage prepaid, addressed, if (i) to the Optionee,
at the  address  set  forth  below  and (ii) to the  Company,  at the  Company's
principal office in Jacksonville, Florida.

     (d) In the event that any one or more provisions of this Agreement shall be
held invalid,  illegal or otherwise  unenforceable in any respect,  the invalid,
illegal  or  unenforceable  provision  or  provisions  shall be,  to the  extent
possible,  modified in order for it or them to be valid,  legal or  enforceable,
and the validity, legality and enforceability of the remaining provisions hereof
shall not in any way be affected or impaired thereby.

     (e) This Agreement  constitutes the entire  agreement  between the Optionee
and the Company with respect to the subject matter hereof.


                                 XI. AMENDMENT.
                                     ---------

     This Agreement may be amended only upon mutual  written  consent of both of
the parties hereto.


                                       17
<PAGE>


     IN WITNESS  WHEREOF,  the parties have executed this  Agreement the day and
year first above written.

                                              WINN-DIXIE STORES, INC.
                                             By: /s/ Allen R. Rowland
                                      Its President and Chief Executive Officer

                                            Attest: /s/ Judith W. Dixon
                                                     Its Secretary

                                            OPTIONEE
                                                     ---------------------------
                                                        (FirstName) (LastName)
                                                     ---------------------------
                                                              (Address)
                                                     ===========================


                                       18
<PAGE>

                                  Date of
    Name of Optionees           Option Award       Number of          Exercise
    -----------------            Agreement         Option Shares       Price
                             -----------------  -------------------- -----------
                              January 28, 2000  From 2,768 to 92,267 From $15.00
                                   through         per Optionee       to $20.00
                                June 12, 2000                         per share
    Baxley, William R.

    Berry, Webster M.

    Byrum, David M.

    Clerc, George E., Jr.

    Cherry, Keith B.

    Dixon, Judith W.

    Doolittle, Charles W.

    Fitzgerald, John D.

    Hutton, Randall L.

    Istre, Michael J.

    Lafever, Daniel G.

    Lunn, Raymond C., Jr.

    McCook, Richard P.

    Moon, Teddy M.

    Nixon, Michael E.

    Payment, Philip H., Jr.

    Richardson, Daniel J.

    Ross, Kellie D.

    Rowe, Robert A.

    Sellers, Mark A.

    Sheehan, John R.

    Solana, Harrison M., Jr.

    Toscano, August B.

    Webb, Author C.

    Zahra, E. Ellis, Jr.


                                       19
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 47673}]
{"company-data": {"conformed-name": "WINN DIXIE STORES INC", "cik": "0000107681", "assigned-sic": "5411", "irs-number": "590514290", "state-of-incorporation": "FL", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-44266", "film-number": "707761"}, "business-address": {"street1": "5050 EDGEWOOD CT", "city": "JACKSONVILLE", "state": "FL", "zip": "32224", "phone": "9047835000"}, "mail-address": {"street1": "5050 EDWOOD CT", "city": "JACKSONVILLE", "state": "FL", "zip": "32254"}, "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 August 22, 2000
                              Registration No. 333-

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

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

       WINN-DIXIE STORES, INC. STOCK OPTION AGREEMENT FOR ALLEN R. ROWLAND

   WINN-DIXIE STORES, INC. RETENTION AND ATTRACTION PROGRAM PLAN CONSISTING OF
                            STOCK OPTION AGREEMENTS
                              FOR CERTAIN EMPLOYEES
                            (Full title of the plans)

                               E. Ellis Zahra, Jr.
                    Senior 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:
                                Michael B. Kirwan
                     LeBoeuf, Lamb, Greene & MacRae, L.L.P.
                               50 N. Laura Street
                                   Suite 2800
                           Jacksonville, Florida 32202
                              --------------------
                         CALCULATION OF REGISTRATION FEE
[GRAPHIC OMITTED]

                                         Proposed      Proposed     Amount of
Title of Securities     Amount to         Maximum      Maximum    Registration
to be Registered            be           Offering      Aggregate       Fee
Common Stock, $1.00    Registered(1)     Price Per     Offering
par value                                 Share(2)      Price(2)

                         500,000         $ 27.00     $13,500,000.00

                         530,836           20.00      10,616,720.00

                           5,000           17.5625        87,812.50   $ 9,009.41

                          10,000           17.375        173,750.00

                          90,000           16.625      1,496,250.00

                           3,000           15.00          45,000.00

                         561,164           14.625      8,207,023.50
[GRAPHIC OMITTED]

(1)  The  Securities to be  registered  include  500,000  shares of Common Stock
     issuable  under the  individual  stock  option  agreement  listed above and
     1,200,000  issuable  under  the  stock  option  agreements  comprising  the
     retention  and  attraction  program  (the "Option  Agreements"),  plus such
     indeterminate  number of additional shares as may become available for sale
     pursuant to the  anti-dilution  provisions of such Option  Agreements.

(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  Option
     Agreements. [GRAPHIC OMITTED]

The  exhibit  index is located on page 8 pursuant  to the  sequential  numbering
system.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents  containing the information  required by Part I have been
sent or given to the individuals set forth in the option agreements  included as
exhibits  herein  pursuant  to Rule 428 under  the  Securities  Act of 1933,  as
amended (the "Securities Act of 1933").

         A  description  of the  Registrant's  Common  Stock is  included in the
documents containing the information required by Part I.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.
------    ---------------------------------------

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

         (a)      The  Registrant's  Annual  Report on Form 10-K for the  fiscal
                  year ended June 28,  2000,  which sets forth the  Registrant's
                  audited  consolidated  financial  statements and schedules for
                  such fiscal year.

         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

                                       2
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 XIV 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,  against  liability  incurred in  connection  with any
proceeding  if  such  person  acted  in good  faith  and in a  manner  he or she
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.

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

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

Item 7. Exemption from Registration Claimed.
------ -----------------------------------

            Not Applicable

Item 8. Exhibits.
------ --------

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

Item 9. Undertakings.
------ ------------

         (a)      The undersigned Registrant hereby undertakes:

               (1)  To file,  during  any  period  in which  offers or sales are
                    being made, a post-effective  amendment to this Registration
                    Statement:

                    (i)  To include any prospectus  required by section 10(a)(3)
                         of the Securities Act of 1933;

                                       3
(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

                                       4
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.

                                       5
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 9th day of
August, 2000.

                                                      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            August 9, 2000
--------------------
    A. Dano Davis                    and Director

/s/ Allen R. Rowland          President, Chief Executive Officer, August 9, 2000
--------------------
    Allen R. Rowland          and Director (Principal executive
                                            officer)

/s/ Richard P. McCook            Senior Vice President and        August 9, 2000
---------------------
    Richard P. McCook              Chief Financial Officer
                                 (Principal financial officer)

/s/ D. Michael Byrum              Vice President, Corporate       August 9, 2000
---------------------
    D. Michael Byrum           Controller and Chief Accounting
                             Officer (Principal accounting officer)

/s/ Robert D. Davis                     Director                  August 9, 2000
---------------------
    Robert D. Davis

                                       6
(Signature)                       (Title)                      (Date)

/s/ T. Wayne Davis, Jr.                 Director                  August 9, 2000
-----------------------
    T. Wayne Davis, Jr.

/s/ Armando M. Codina                   Director                  August 9, 2000
-----------------------
    Armando M. Codina

/s/ Carleton R. Rider                   Director                  August 9, 2000
-----------------------
    Carleton T. Rider

/s/ Radford D. Lovett                   Director                  August 9, 2000
-----------------------
    Radford D. Lovett

/s/ Charles P. Stephens                 Director                  August 9, 2000
-----------------------
    Charles P. Stephens

/s/ Julia B. North                       Director                 August 9, 2000
-----------------------
    Julia B. North

                                       7
EXHIBIT INDEX

         Exhibit                                                   Sequentially
         No.                                                         Numbered
                                                                      Pages

         4.1(a)    Restated Articles of Incorporation as amended
                   as filed with the Secretary of State of Florida
                   (incorporated by reference to Exhibits 3.1 and
                   3.1.1 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 3.1.2 to
                   Form 10-Q for the quarter ended January 11, 1995).

         4.1(c)    Amendment to Restated Articles of Incorporation
                   (incorporated by reference to Exhibit 3.1.3 to
                   Form 10-Q for the quarter ended September 17, 1997).

         4.2       Restated By-laws as amended (incorporated by
                   reference to Exhibit 3.2 to Form 10-K for the
                   year ended June 28, 2000).

         4.3       Winn-Dixie Stores, Inc. Stock Option Agreement
                   for Allen R. Rowland.                            9 through 12

         4.4       Winn-Dixie Stores, Inc. Stock Option Agreement
                   Form for option agreements comprising the
                   retention and attraction  program.*             13 through 19

         5.1       Opinion of Counsel.                             20 through 21

         23.1      Consent of KPMG LLP.                                       22

         23.2      Consent of Counsel (included in Exhibit 5).

* Substantially  identical Stock Option Agreements have been omitted pursuant to
Instruction  2 to Item 601 of Regulation  S-K (see schedule  attached as Exhibit
4.5).

                                       8
Exhibit 4.3

                             WINN-DIXIE STORES, INC.

                             STOCK OPTION AGREEMENT

     THIS AGREEMENT is dated as of the 23rd day of November, 1999 by and between
WINN-DIXIE STORES, INC., a Florida corporation  ("Company") and Allen R. Rowland
("Optionee");

         IT IS HEREBY AGREED:

         I.       GRANT OF OPTION.
                  ---------------

         The  Company  hereby  grants to Optionee  the option to  purchase  Five
Hundred  Thousand  (500,000)  shares of Stock  (the  "Option"),  at the price of
$27.00 per share,  which price is the fair market value of the stock on the date
on which the Option is granted.  "Stock" shall mean the Company's  Common Stock,
having a par  value of  $1.00  per  share,  as  constituted  on the date of this
Agreement,  whether  presently  authorized and unissued or held in the Company's
treasury, or hereafter reacquired by the Company.

         The  Option  is  granted  pursuant  to and as  provided  in  Optionee's
Employment Agreement with the Company,  dated November 23, 1999 (the "Employment
Agreement")  and is  subject  to the  terms  and  conditions  of the  Employment
Agreement and this Agreement.

         II.      EXPIRATION AND TERMINATION OF OPTION.
                  ------------------------------------

         Subject to the  provisions  of Article III hereof,  the Option shall be
exercisable on or before  November 23, 2009, at the end of which period it shall
expire and become void (unless  previously  expired and deemed void  pursuant to
Article III) to the extent it then remains unexercised.

         If Optionee  shall cease to be employed by the Company (a)  following a
Change  in  Control  (as  that  term is  defined  in  subparagraph  15(i) of the
Employment  Agreement),  (b) upon a termination of the Optionee's  employment by
the  Company  for other  than  Cause (as that term is  defined  in  subparagraph
4(b)(ii) of the  Employment  Agreement)  or by the  Optionee for Good Reason (as
that term is defined in subparagraph 4(c)(ii) of the Employment  Agreement),  or
(c) upon termination of the Optionee's employment due to death or Disability (as
that term is defined in  subparagraph  4(c) of the  Employment  Agreement),  the
Option shall become fully vested and  exercisable  and shall remain  exercisable
during the twenty-four (24) month period immediately  following such termination
of employment  (unless the Option shall sooner expire,  pursuant to the terms of
this  Agreement,  on  November  23,  2009),  exercise  such  Option,  and at the
expiration of such  twenty-four  (24) months,

                                       9
the Option (unless it shall have sooner expired  pursuant to the first paragraph
of this Article II) shall  terminate  and become void to the extent that it then
remains unexercised.

         If  Optionee  shall  cease to be employed by the Company for any reason
other than as set forth in the preceding paragraph,  the Option may be exercised
to the extent vested and exercisable  (determined pursuant to Article III hereof
as of  the  date  of  employment  termination)  within  the  three-month  period
immediately  following the date of employment  termination (unless it shall have
expired sooner  pursuant to the first  paragraph of this Article II), at the end
of which period the Option shall terminate and become void in its entirety.  Any
portion of the Option not vested on the date of a termination  of employment for
a reason other than as set forth in the preceding  paragraph  shall  immediately
terminate and become void as of the date of employment termination.

         This  Option  Agreement  does not confer upon  Optionee  any right with
respect to  continuance  of  employment  by the Company.  All of such rights are
contained in the Employment Agreement.

         III.     EXERCISE OF OPTION.
                  ------------------

         Subject to the provisions of Article II hereof,  fifty percent (50%) of
the Option (i.e.  250,000 shares out of the 500,000) shall be exercisable during
the term set  forth in  Article  II  hereof  at any time  after the date of this
Agreement  and the  remaining  fifty  percent  (50%) of the  Option  (i.e.,  the
remaining  250,000 out of the 500,000) shall be exercisable  during the term set
forth in Article II hereof at any time after the first annual anniversary of the
date of this Agreement.

         The Option, when exercisable,  may be exercised (a) by Optionee, (b) in
the event of a transfer  of the  Option  pursuant  to  Article  IV hereof,  by a
transferee of the Option,  or (c) in the event of the death of the Optionee,  by
the person or  persons to whom the Option  passes by will or the laws of descent
and  distribution,  in  whole  at any  time or in part  from  time to  time,  by
submitting written notice thereof to the Company or its duly authorized agent or
representative  on such forms as may be provided by the Company,  accompanied by
payment in full (i) in cash,  (ii) using  shares of the  Company's  common stock
that have been held by the Optionee for at least six months prior to the date of
exercise,  (iii) by delivery (on a form  approved by the Committee (as that term
is defined in the Company's Key Employee  Stock Option Plan,  effective  January
24,  1990,  as  amended  August 2, 1999 (the  "Committee")))  of an  irrevocable
direction to a  securities  broker  approved by the  Committee to sell shares of
Stock  subject to the Option and to deliver all or part of the sale  proceeds to
the Company in payment of the  aggregate  exercise  price,  or (iv) by any other
method the Committee deems  acceptable from time to time in its sole discretion.
Shares used to satisfy the  exercise  price shall be valued at their fair market
value on the date of exercise.

         IV.      TRANSFER OF OPTION.
                  ------------------

         The Option and any right(s) of Optionee hereunder to purchase shares of
Stock may not be sold,  pledged,  assigned or transferred by Optionee  otherwise
than (a) by will or the laws of descent and distribution,  or (b) by gift to any
member of the Optionee's  immediate family or to a trust for the benefit of such
immediate family member.  Any transferee of this Option

                                       10
shall receive the Option subject to all of the terms and conditions contained in
this  Agreement and the Employment  Agreement.  For purposes of this Article IV,
the  term  "immediate  family"  shall  mean  the  Optionee's  spouse,  children,
stepchildren,   grandchildren   (including   relationships  arising  from  legal
adoption), and parents.

         V.       ANTI-DILUTION.
                  -------------

         If any change in the outstanding shares of Stock (including an exchange
of the Stock for stock or other  securities  of another  corporation)  occurs by
reason of a Stock dividend or split,  recapitalization,  merger,  consolidation,
combination, exchange of shares or other similar corporate change, the Committee
shall, in its sole discretion,  determine whether such change equitably requires
a change in the number and type of shares subject to this Option and whether the
purchase price of stock subject to this Option (i.e.,  the exercise price) shall
be equitably adjusted;  provided that, the Committee shall make such adjustments
to the extent  necessary  to preserve the  economic  intent of this Option.  Any
adjustment  made by the Committee in good faith shall be conclusive.  Fractional
shares  resulting from any such adjustment shall be rounded to the nearest whole
share.

         VI.      RIGHTS OF OPTIONEE.
                  ------------------

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

         VII.     ADMINISTRATION.
                  --------------

         Consistent  with  the  terms  of  this  Agreement  and  the  Employment
Agreement,  the  Committee  shall  administer  this  Option  and shall  make all
determinations   as  to  any  question  that  may  arise  with  respect  to  the
interpretation,  intent or administration of this Agreement.  All determinations
made by the  Committee  with  respect to this  Agreement  shall be final  unless
determined  otherwise in good faith by the Board of Directors of the Company. In
the  event  of any  dispute  relating  to the  terms  of this  Agreement  or the
Committee's  and/or  the  Company's  Board  of  Director's  determinations  made
hereunder,  such  dispute  shall be  settled  in  accordance  with  the  dispute
resolution procedures set forth in the Employment Agreement (as in effect on the
date of such  dispute or, if earlier,  the date when the  Optionee's  employment
terminates).

         VIII.    WITHHOLDING.
                  -----------

         The  Company   shall  have  no  obligation  to  deliver  a  certificate
evidencing  the Shares  purchased  upon exercise of this Option unless and until
withholding arrangements satisfactory to the Company are made.

                                       11
IX.      REGISTRATION OF SHARES.
                  ----------------------

         The  Shares  subject  to this  Option  shall be  registered  under  the
Securities  Act of 1933, as amended,  at the time of, or as soon as  practicable
after, the execution of this Agreement.

         X.       AMENDMENT.
                  ---------

         This Agreement may be amended only upon mutual written  consent of both
of the parties hereto.

IN WITNESS  WHEREOF,  the parties have executed this  Agreement the day and year
first above written.

                                                     WINN-DIXIE STORES, INC.

                                                      By: /s/ A. Dano Davis
                                                          -----------------
                                                            Its Chairman

                                                  Attest: /s/ Judith W. Dixon
                                                          -------------------
                                                            Its Secretary

                                                         /s/ Allen R. Rowland
                                                         --------------------
                                                             Allen R. Rowland

                                       12
Exhibit 4.4

                             WINN-DIXIE STORES, INC.

                             STOCK OPTION AGREEMENT

         THIS  NONQUALIFIED  STOCK OPTION AGREEMENT (the  "Agreement"),  entered
into and effective as of the __th day of __________,  2000 (the  "Effective Date
of Grant") by and between  WINN-DIXIE STORES,  INC., a Florida  corporation (the
"Company") and (FirstName) (LastName),  (the "Optionee")  implements  the  grant
of a  Stock  Option  (the  "Option")  pursuant  to  action  of the  Compensation
Committee (the  "Committee")  appointed by the Board of Directors of the Company
(the "Board"), subject to the terms and conditions set forth below.

         WHEREAS,  the Company wishes to ensure,  to the extent  practical,  the
continued  employment and motivation of the Optionee by granting the Optionee an
opportunity to acquire shares of the Company's common stock; and

         WHEREAS,  the Company and the  Optionee  desire to enter into a written
agreement with respect to such Option;

         NOW,  THEREFORE,  in consideration  of the mutual  covenants  contained
herein, the Company and the Optionee agree as follows:

         I.       GRANT OF OPTION.

         Subject to the terms, restrictions,  limitations, and conditions stated
herein,  the Company  hereby grants to Optionee,  not in lieu of salary or other
compensation,  the option to purchase _______________  (_______) shares of Stock
at the price of $_____ per share,  which price was the fair market  value of the
Stock on the Effective Date of Grant.  For purposes of this  Agreement,  "Stock"
shall mean the Company's Common Stock, having a par value of $1.00 per share, as
constituted  on the date of this  Agreement,  whether  presently  authorized and
unissued or held in the  Company's  treasury,  or  hereafter  reacquired  by the
Company.

         II.      OPTION TERM.

         The Option  shall expire and become void on the earlier of (i) the date
specified in Article IV hereof  following  termination of  employment,  (ii) ten
(10)  years  after the  Effective  Date of Grant or (iii) the date the Option is
fully exercised.

                                       13
III.     VESTING AND EXERCISE OF THE OPTION.
                  ----------------------------------

     (a) The Option shall be vested and  exercisable  pursuant to the  following
schedule, provided the Optionee has been in the continuous employ of the Company
through the periods set forth:

         Anniversary of                             Percentage of Option that is
      Effective Date of Grant                           Vested and Exercisable
      -----------------------                      -----------------------------
                1st                                              20%

                2nd                                              40%

                3rd                                              60%

                4th                                              80%

                5th                                              100%

If the Optionee's  employment is terminated  prior to the 5th anniversary of the
Effective  Date of Grant,  Option shall be vested and  exercisable to the extent
provided in the  preceding  schedule,  plus,  a portion of the 20% of the Option
that would have become exercisable at the next anniversary of the Effective Date
of  Grant  shall  become  exercisable,  such  portion  to be  determined  by the
Compensation  Committee  based  on  the  number  of  days  completed  since  the
immediately preceding anniversary of the Effective Date of Grant.

     (b) Shares  purchased  pursuant to this Agreement shall be paid for in full
at the time of such  purchase in cash, or by any other method that the Committee
deems  acceptable in its sole  discretion,  or by any combination  thereof.  The
Option shall be deemed  exercised,  and the Shares  purchased  thereby  shall be
deemed issued, as of the date such payment is received by the Company.

     (c) The Option, when exercisable,  may be exercised by Optionee (or, in the
event of the death of the Optionee,  by the person or persons to whom the Option
passes by will or the laws of descent and  distribution) in whole at any time or
in part from time to time (provided that each exercise shall be for 1,000 shares
of Stock, or any multiple thereof,  unless there shall be less than 1,000 shares
remaining  subject to exercise,  in which event such  exercise  shall be for the
full number of shares  remaining  subject to  exercise)  by  submitting  written
notice thereof to the Company or its duly authorized agent or  representative on
such forms as may be provided by the Company  accompanied by payment in full, in
cash, for the shares to be purchased.

     (d) Immediately preceding the occurrence of a Change of Control, as defined
below, the Option shall become  immediately  fully vested and  exercisable.  For
purposes of this section, the term "Change of Control" shall mean:

                                       14
(i)  any  person  (as  such  term  is used  in  Section  13(d)  of the
     Securities  Exchange Act of 1934 (the "Act"),  excluding  (A) those persons
     and  entities  included in the joint  Schedule  13(G) filing filed with the
     Securities and Exchange Commission on February 12, 1999, and all current or
     future heirs,  successors  and affiliates to such persons and all trusts or
     other  entities  established  or  maintained,   or  to  be  established  or
     maintained, for the benefit of such persons and their heirs, successors and
     affiliates  (collectively,  the "Davis  Family"),  (B) any employee benefit
     plan or related  trust  sponsored  or  maintained  by the Company and (C) a
     corporation  or other  entity  owned,  directly  or  indirectly,  by all or
     substantially  all of the shareholders of the Company  immediately prior to
     the transaction in substantially the same proportions as their ownership of
     stock of the Company ("Person")),  becoming the beneficial owner,  directly
     or  indirectly,  of  twenty-five  (25)  percent or more of the  outstanding
     voting  stock of the  Company  requiring  the  filing of a report  with the
     Securities  and  Exchange  Commission  under  Section  13(d)  of  the  Act;
     provided, that, at the time of the acquisition of such beneficial ownership
     interest,  such  Person's  beneficial  ownership  interest  in the  Company
     exceeds that of the Davis Family;

          (ii)   consummation  of  a  merger,   consolidation,   liquidation  or
     dissolution of the Company,  or the sale of all or substantially all of the
     assets of the Company (a  "Business  Combination"),  in each case,  unless,
     following  such  Business  Combination,  all  or  substantially  all of the
     shareholders of the Company immediately prior to such Business  Combination
     beneficially own,  directly or indirectly,  more than fifty (50) percent of
     the then  outstanding  shares of common stock and the combined voting power
     of the then outstanding voting securities entitled to vote generally in the
     election of  directors  of the  corporation  resulting  from such  Business
     Combination; or

          (iii) during any period of 24 consecutive  months,  individuals who at
     the  beginning of such period  constitute  the Board and any new  directors
     whose  election by the Board or  nomination  for election by the  Company's
     shareholders  was approved by a vote of at least 2/3 of the directors  then
     still in office who either were directors at the beginning of the period or
     whose election or nomination for election was previously so approved, cease
     for any reason to constitute a majority of the Board.

                    IV. EXPIRATION AND TERMINATION OF OPTION.
                      ------------------------------------

     (a) In the event the Optionee shall cease to be employed by the Company for
any reason  other than  death,  the Option may be  exercised  to the extent then
vested and  exercisable (as determined  pursuant to Article III hereof),  within
the three month period following termination of employment (unless it shall have
expired  sooner  pursuant to Article  II). At the end of the three month  period
following termination of employment, the Option shall terminate and become void.

     (b) In the event of the death of the  Optionee  while in the  employ of the
Company,  such  Option  shall be  exercisable  to the  extent  then  vested  and
exercisable  as  determined  pursuant to Article III hereof)  within one year of
such date of death (unless it shall have expired sooner pursuant to Article II),
but  only by the  person  or  persons  to whom  such  Option  shall  pass by the
Optionee's will or the laws of descent and distribution.  At the end of such one
year period, the Option (unless it shall have expired sooner pursuant to Article
II) shall terminate and become void.

                                       15
(c) Leaves of absence may be granted to the Optionee  because of illness or
for such other reasons as the Committee may determine, without such leaves being
considered a termination of employment.

                                V. ANTI-DILUTION.
                                  -------------

     If any change in the outstanding  shares of Stock (including an exchange of
the Stock for stock or other securities of another corporation) occurs by reason
of  a  stock  dividend  or  split,   recapitalization,   merger,  consolidation,
combination, exchange of shares or other similar corporate change, the Committee
shall, in its sole discretion,  determine whether such change equitably requires
a change in the number and type of shares subject to this Option and whether the
purchase price of stock subject to this Option (i.e.,  the exercise price) shall
be equitably adjusted. Any adjustment made by the Committee shall be conclusive.
Fractional  shares  resulting from any such  adjustment  shall be rounded to the
nearest whole share.

                             VI. RIGHTS OF OPTIONEE.
                               ------------------

     (a) The Optionee  shall not have any rights as a stockholder of the Company
by virtue  of the  Option  until  the date of  issuance  of the  certificate  or
certificates for the shares of Stock purchased by Optionee  pursuant to exercise
of the Option.

     (b) This Option  Agreement does not confer upon the Optionee any right with
respect to continuance of employment by the Company.

     (c) Neither the Option nor any right of the Optionee  hereunder to purchase
shares of Stock may be sold,  pledged,  assigned or  transferred by the Optionee
otherwise than by will or the laws of descent and distribution,  and such Option
shall be exercisable,  during the Optionee's  lifetime,  only by the Optionee or
his or her court appointed guardian.

                    VII. COMPLIANCE WITH REGULATORY MATTERS.
                       ----------------------------------

     The  Optionee  acknowledges  that the  issuance of Shares of the Company is
subject to  limitations  imposed by federal  and state  laws,  and the  Optionee
hereby  acknowledges and agrees that the Company shall not be obligated to issue
any of the Shares upon exercise of the Option if such  issuance  would cause the
Company to violate any law,  rule,  regulation,  order or consent  decree of any
regulatory authority (including, without limitation, the Securities and Exchange
Commission) having jurisdiction over the affairs and/or the capital stock of the
Company.  The Optionee  agrees that he or she will provide the Company with such
information  as is  reasonably  requested  by  the  Company  or its  counsel  to
determine  whether the issuance of the Shares  complies  with the  provisions of
this Article VII.

                                       16
VIII. ADMINISTRATION.
                                 --------------

     The   Committee   shall   administer   this   Option  and  shall  make  all
determinations   as  to  any  question  that  may  arise  with  respect  to  the
interpretation,  intent or administration of this Agreement.  All determinations
made by the  Committee  with  respect to this  Agreement  shall be final  unless
determined otherwise by the Board.

                                IX. WITHHOLDING.
                                   -----------

     The Committee will make whatever  arrangements  the Company deems necessary
or  appropriate  to comply with all  applicable  withholding  requirements.  The
Committee  and the Company  shall have no  obligation  to deliver a  certificate
evidencing  the Shares  purchased  upon  exercise of the Option unless and until
withholding  arrangements  satisfactory  to the Company are made. The Optionee's
failure  to  comply  with  required  withholding  arrangements  shall  result in
forfeiture of any benefits hereunder.

                                X. MISCELLANEOUS.
                                   -------------

     (a) This  Agreement  shall be  binding  upon the  parties  hereto and their
representatives, successors and assigns.

     (b) This  Agreement is executed and  delivered in, and shall be governed by
the laws of, the State of Florida,  and, as applicable,  the federal laws of the
United States of America.

     (c) Any requests or notices to be given  hereunder  shall be deemed  given,
and any elections or exercises to be made or  accomplished  shall be deemed made
or accomplished,  upon actual delivery thereof to the designated  recipient,  or
three (3) days after  deposit  thereof in the United  States  mail,  registered,
return receipt requested and postage prepaid, addressed, if (i) to the Optionee,
at the  address  set  forth  below  and (ii) to the  Company,  at the  Company's
principal office in Jacksonville, Florida.

     (d) In the event that any one or more provisions of this Agreement shall be
held invalid,  illegal or otherwise  unenforceable in any respect,  the invalid,
illegal  or  unenforceable  provision  or  provisions  shall be,  to the  extent
possible,  modified in order for it or them to be valid,  legal or  enforceable,
and the validity, legality and enforceability of the remaining provisions hereof
shall not in any way be affected or impaired thereby.

     (e) This Agreement  constitutes the entire  agreement  between the Optionee
and the Company with respect to the subject matter hereof.

                                 XI. AMENDMENT.
                                     ---------

     This Agreement may be amended only upon mutual  written  consent of both of
the parties hereto.

                                       17
IN WITNESS  WHEREOF,  the parties have executed this  Agreement the day and
year first above written.

                                              WINN-DIXIE STORES, INC.
                                             By: /s/ Allen R. Rowland
                                      Its President and Chief Executive Officer

                                            Attest: /s/ Judith W. Dixon
                                                     Its Secretary

                                            OPTIONEE
                                                     ---------------------------
                                                        (FirstName) (LastName)
                                                     ---------------------------
                                                              (Address)
                                                     ===========================

                                       18
Date of
    Name of Optionees           Option Award       Number of          Exercise
    -----------------            Agreement         Option Shares       Price
                             -----------------  -------------------- -----------
                              January 28, 2000  From 2,768 to 92,267 From $15.00
                                   through         per Optionee       to $20.00
                                June 12, 2000                         per share
    Baxley, William R.

    Berry, Webster M.

    Byrum, David M.

    Clerc, George E., Jr.

    Cherry, Keith B.

    Dixon, Judith W.

    Doolittle, Charles W.

    Fitzgerald, John D.

    Hutton, Randall L.

    Istre, Michael J.

    Lafever, Daniel G.

    Lunn, Raymond C., Jr.

    McCook, Richard P.

    Moon, Teddy M.

    Nixon, Michael E.

    Payment, Philip H., Jr.

    Richardson, Daniel J.

    Ross, Kellie D.

    Rowe, Robert A.

    Sellers, Mark A.

    Sheehan, John R.

    Solana, Harrison M., Jr.

    Toscano, August B.

    Webb, Author C.

    Zahra, E. Ellis, Jr.

                                       19