As filed with the Securities and Exchange Commission on November 21, 2000
                                                Registration No. 333-___________

                       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 STOCK PLAN FOR DIRECTORS
                            (Full title of the plan)

                               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:

                                 Linda Y. Kelso
                                 Foley & Lardner
                                200 Laura Street
                           Jacksonville, Florida 32202
                             -----------------------
                         CALCULATION OF REGISTRATION FEE
<TABLE>

<S>                       <C>                    <C>                     <C>                    <C>
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
  Title of Securities           Amount to               Proposed               Proposed               Amount of
    to be Registered         be Registered(1)       Maximum Offering       Maximum Aggregate        Registration
                                                    Price Per Share(2)      Offering Price(2)            Fee
------------------------- ---------------------- ----------------------- ---------------------- ----------------------

Common Stock, $1.00          500,000 shares              $20.72               $10,360,000             $2,735.04
par value
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
</TABLE>

1    Plus such indeterminate number of additional shares as may become available
     for sale pursuant to the anti-dilution  provisions of such Plan.

2    Pursuant to Rules 457(c) and 457(h) under the  Securities  Act of 1933,  an
     amended,  the  registration  fee for the  500,000  shares  covered  by this
     registration  statement  and reserved for future  grants under the plan has
     been  calculated on the basis of $20.72 per share,  the average of the high
     and low prices of the registrant's common stock as reported on the New York
     Stock Exchange on November 15, 2000.




<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

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

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

         The following  documents  previously filed with the Commission pursuant
to the Securities Exchange Act of 1934, as amended, under Commission File Number
1-3657 are hereby incorporated by reference in this Registration Statement.

     (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.

     (b)  The Registrant's  Quarterly Report on Form 10-Q for the fiscal quarter
          ended September 20, 2000, filed October 24, 2000.

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

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

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

Item 4.           Description of Securities.
-------           -------------------------

                  Not Applicable

Item 5.           Interests of Named Experts and Counsel.
---------         --------------------------------------

                  Not Applicable

Item 6.           Indemnification of Directors and Officers.
---------         -----------------------------------------

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

         Article 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 for  actions  taken  in  good  faith  and in a  manner
reasonably  believed to be in the best interests of the Registrant  (and, in the
case of an  adjudication  of liability in a proceeding by or in the right of the
Registrant, if a court of competent jurisdiction determines that indemnification
is  fair  and  reasonable).  Such  indemnification  must  be  authorized  upon a
determination that the applicable  standard of conduct prescribed by the Florida
Statutes was met, by (i) majority vote of a quorum of the Registrant's directors
who were not parties to the proceeding, (ii) by a majority vote of shareholders,
(iii) by a majority vote of a committee appointed by the Registrant's  directors
comprised of two or more  directors who were not parties to the  proceeding,  or
(iv) by independent  legal counsel  selected by majority vote of (a) a quorum of
the  Registrant's  directors  who  were not  parties  to the  proceeding,  (b) a
committee  appointed  by the  Registrant's  directors  comprised  of two or more
directors  who were  not  parties  to the  proceeding  or (c) the full  board of
directors,  including directors parties to the proceeding.  Such indemnification
may also be ordered by a court of competent jurisdiction upon application of the
director, officer, employee or agent seeking such indemnification.

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

         The Registrant  maintains officers' and directors'  indemnity insurance
up to $25 million limits covering claims made against an officer or director for
reason of actual or asserted wrongful act (meaning any breach of duty,  neglect,
error,  misstatement,  misleading  statement,  omission  or  other  act  done or
wrongfully  attempted) and $5 million deductible on amounts  reimbursable to the
Registrant.

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

                  Not Applicable

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

         Exhibits  required  to be filed  with the  Registration  Statement  are
listed in the following  Exhibit  Index  appearing on page 8. Exhibits that have
been  previously  filed with the Commission are designated by reference to their
exhibit number in prior filings and are hereby  incorporated herein by reference
and made a part hereof.

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

     (a)  The undersigned Registrant hereby undertakes:

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

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

               (ii) To reflect  in the  prospectus  any facts or events  arising
                    after the effective date of the  Registration  Statement (or
                    the most recent  post-effective  amendment  thereof)  which,
                    individually  or in the  aggregate,  represent a fundamental
                    change  in the  information  set  forth in the  Registration
                    Statement.  Notwithstanding  the foregoing,  any increase or
                    decrease  in  volume  of  securities  offered  (if the total
                    dollar  value of  securities  offered  would not exceed that
                    which was registered) and any deviation from the low or high
                    end of the estimated maximum offering range may be reflected
                    in the form of prospectus filed with the Commission pursuant
                    to Rule 424(b) if, in the  aggregate,  the changes in volume
                    and price represent no more than a 20% change in the maximum
                    aggregate  offering price set forth in the  "Calculation  of
                    Registration  Fee"  table  in  the  effective   Registration
                    Statement.

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

         Provided,  however,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do not
apply if the  Registration  Statement is on Form S-3,  Form S-8 or Form F-3, and
the information  required to be included in a post-effective  amendment by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the Registration Statement.

     (2)  That,  for  the  purpose  of  determining   any  liability  under  the
          Securities Act of 1933,  each such  post-effective  amendment shall be
          deemed to be a new Registration  Statement  relating to the securities
          offered  therein,  and the  offering of such  securities  at that time
          shall be deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
          of  the  securities  being  registered  which  remain  unsold  at  the
          termination of the offering.

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
     determining  any liability under the Securities Act of 1933, each filing of
     the  Registrant's  annual report pursuant to Section 13(a) or Section 15(d)
     of the Securities Exchange Act of 1934 (and, where applicable,  each filing
     of an employee  benefit  plan's annual report  pursuant to Section 15(d) of
     the Securities  Exchange Act of 1934) that is  incorporated by reference in
     the  Registration  Statement  shall  be  deemed  to be a  new  Registration
     Statement relating to the securities  offered therein,  and the offering of
     such  securities  at that time shall be deemed to be the initial  bona fide
     offering thereof.

(c)  The  undersigned  Registrant  hereby  undertakes  to deliver or cause to be
     delivered  with the  prospectus,  to each person to whom the  prospectus is
     sent or given, a copy of the latest annual report to  shareholders  that is
     incorporated  in the prospectus  and furnished  pursuant to and meeting the
     requirements of Rule 14a-3 or Rule 14c-3 under the Securities  Exchange Act
     of 1934; and, where interim financial  information required to be presented
     by  Article  3 of  Regulation  S-X is not set forth in the  prospectus,  to
     deliver or cause to be delivered to each person to whom the  prospectus  is
     sent  or  given,   the  latest   quarterly   report  that  is  specifically
     incorporated  by  reference  in the  prospectus  to  provide  such  interim
     financial information.

(d)  Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors,  officers and controlling persons of
     the  Registrant   pursuant  to  any  provision  or  arrangement   for  such
     indemnification,  or otherwise, the Registrant has been advised that in the
     opinion of the Securities and Exchange  Commission such  indemnification is
     against  public  policy  as  expressed  in  the  Act  and  is,   therefore,
     unenforceable.  In the event that a claim for indemnification  against such
     liabilities  (other than the payment by the Registrant of expenses incurred
     or paid by a director,  officer or controlling  person of the Registrant in
     the  successful  defense of any action,  suit or proceeding) is asserted by
     such  director,  officer  or  controlling  person  in  connection  with the
     securities being registered,  the Registrant will, unless in the opinion of
     its counsel the matter has been settled by controlling precedent, submit to
     a  court  of   appropriate   jurisdiction   the   question   whether   such
     indemnification  is against  public policy as expressed in the Act and will
     be governed by the final adjudication of such issue.



<PAGE>


                                   SIGNATURES


         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of  Jacksonville,  State of  Florida,  on the 17 day of
November, 2000.

                                                         WINN-DIXIE STORES, INC.
                                                               (Registrant)

                                                          A. DANO DAVIS
                                                        -----------------
                                                          A. Dano Davis
                                                       Chairman of the Board

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


(Signature)                       (Title)                           (Date)
-----------                        -----                             ----


A. DANO DAVIS              Chairman of the Board               November 17, 2000
-------------------
A. Dano Davis

ALLEN R. ROWLAND          President, Chief Executive           November 17, 2000
-------------------             Officer and
Allen R. Rowland                 Director
                          (Principal Executive Officer)
RICHARD P. MCCOOK         Senior Vice President and Chief      November 17, 2000
-------------------
Richard P. McCook            Financial Officer
                           (Principal Financial Officer)

D. MICHAEL BYRUM              Controller and Chief             November 17, 2000
-------------------            Accounting Officer
D. Michael Byrum          (Principal Accounting Officer)


ARMANDO M. CODINA                   Director                   November 17, 2000
-------------------
Armando M. Codina

T. WAYNE DAVIS, JR.                 Director                   November 17, 2000
-------------------
T. Wayne Davis, Jr.

RADFORD D. LOVETT                   Director                   November 17, 2000
-------------------
Radford D. Lovett

JULIA B. NORTH                      Director                   November 17, 2000
-------------------
Julia B. North

CARLETON T. RIDER                   Director                   November 17, 2000
-------------------
Carleton T. Rider

CHARLES P. STEPHENS                 Director                   November 17, 2000
-------------------
Charles P. Stephens

RONALD TOWNSEND                     Director                   November 17, 2000
-------------------
Ronald Townsend



<PAGE>


                                  EXHIBIT INDEX
<TABLE>
<S>                <C>                                                <C>
Exhibit
Number                          Description of Exhibit                        Incorporated by Reference From

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

4.1.1              Amendment adopted October 7, 1992, to Restated     Previously filed as Exhibit 3.1.1 to Form 10-K
                   Articles of Incorporation.                         for the year ended June 30, 1993, which
                                                                      Exhibit is herein incorporated by reference.

4.1.2              Amendment adopted October 5, 1994, to Restated     Previously filed as Exhibit 3.1.2 to Form 10-Q
                   Articles of Incorporation.                         for the quarter ended January 11, 1995, which
                                                                      Exhibit is herein incorporated by reference.

4.1.3              Amendment adopted October 1, 1997, to Restated     Previously filed as Exhibit 3.1.3 to Form 10-Q
                   Articles of Incorporation.                         for the quarter ended September 17, 1997,
                                                                      which Exhibit is herein incorporated by
                                                                      reference.

4.2                Restated By-Laws of the Registrant as amended      Previously filed as Exhibit 3.2 to Form 10-K
                   through June 15, 2000.                             for the year ended June 28, 2000, which
                                                                      Exhibit is herein incorporated by reference.

4.3                Stock Plan for Directors                           Previously filed as Exhibit 10.8 to Form 10-Q
                                                                      for the quarter ended September 20, 2000,
                                                                      which Exhibit is incorporated herein by
                                                                      reference
5.1                Opinion of Foley & Lardner

23.1               Consent of KPMG LLP

23.2               Consent of Foley & Lardner (included in Exhibit
                   5.1)


</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 21071}]
{"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": "333-50382", "film-number": "774294"}, "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 November 21, 2000
                                                Registration No. 333-___________

                       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 STOCK PLAN FOR DIRECTORS
                            (Full title of the plan)

                               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:

                                 Linda Y. Kelso
                                 Foley & Lardner
                                200 Laura Street
                           Jacksonville, Florida 32202
                             -----------------------
                         CALCULATION OF REGISTRATION FEE
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
  Title of Securities           Amount to               Proposed               Proposed               Amount of
    to be Registered         be Registered(1)       Maximum Offering       Maximum Aggregate        Registration
                                                    Price Per Share(2)      Offering Price(2)            Fee
------------------------- ---------------------- ----------------------- ---------------------- ----------------------

Common Stock, $1.00          500,000 shares              $20.72               $10,360,000             $2,735.04
par value
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
1    Plus such indeterminate number of additional shares as may become available
     for sale pursuant to the anti-dilution  provisions of such Plan.

2    Pursuant to Rules 457(c) and 457(h) under the  Securities  Act of 1933,  an
     amended,  the  registration  fee for the  500,000  shares  covered  by this
     registration  statement  and reserved for future  grants under the plan has
     been  calculated on the basis of $20.72 per share,  the average of the high
     and low prices of the registrant's common stock as reported on the New York
     Stock Exchange on November 15, 2000.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

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

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

         The following  documents  previously filed with the Commission pursuant
to the Securities Exchange Act of 1934, as amended, under Commission File Number
1-3657 are hereby incorporated by reference in this Registration Statement.

     (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.

     (b)  The Registrant's  Quarterly Report on Form 10-Q for the fiscal quarter
          ended September 20, 2000, filed October 24, 2000.

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

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

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

Item 4.           Description of Securities.
-------           -------------------------

                  Not Applicable

Item 5.           Interests of Named Experts and Counsel.
---------         --------------------------------------

                  Not Applicable

Item 6.           Indemnification of Directors and Officers.
---------         -----------------------------------------

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

         Article 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 for  actions  taken  in  good  faith  and in a  manner
reasonably  believed to be in the best interests of the Registrant  (and, in the
case of an  adjudication  of liability in a proceeding by or in the right of the
Registrant, if a court of competent jurisdiction determines that indemnification
is  fair  and  reasonable).  Such  indemnification  must  be  authorized  upon a
determination that the applicable  standard of conduct prescribed by the Florida
Statutes was met, by (i) majority vote of a quorum of the Registrant's directors
who were not parties to the proceeding, (ii) by a majority vote of shareholders,
(iii) by a majority vote of a committee appointed by the Registrant's  directors
comprised of two or more  directors who were not parties to the  proceeding,  or
(iv) by independent  legal counsel  selected by majority vote of (a) a quorum of
the  Registrant's  directors  who  were not  parties  to the  proceeding,  (b) a
committee  appointed  by the  Registrant's  directors  comprised  of two or more
directors  who were  not  parties  to the  proceeding  or (c) the full  board of
directors,  including directors parties to the proceeding.  Such indemnification
may also be ordered by a court of competent jurisdiction upon application of the
director, officer, employee or agent seeking such indemnification.

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

         The Registrant  maintains officers' and directors'  indemnity insurance
up to $25 million limits covering claims made against an officer or director for
reason of actual or asserted wrongful act (meaning any breach of duty,  neglect,
error,  misstatement,  misleading  statement,  omission  or  other  act  done or
wrongfully  attempted) and $5 million deductible on amounts  reimbursable to the
Registrant.

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

                  Not Applicable

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

         Exhibits  required  to be filed  with the  Registration  Statement  are
listed in the following  Exhibit  Index  appearing on page 8. Exhibits that have
been  previously  filed with the Commission are designated by reference to their
exhibit number in prior filings and are hereby  incorporated herein by reference
and made a part hereof.

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

     (a)  The undersigned Registrant hereby undertakes:

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

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

               (ii) To reflect  in the  prospectus  any facts or events  arising
                    after the effective date of the  Registration  Statement (or
                    the most recent  post-effective  amendment  thereof)  which,
                    individually  or in the  aggregate,  represent a fundamental
                    change  in the  information  set  forth in the  Registration
                    Statement.  Notwithstanding  the foregoing,  any increase or
                    decrease  in  volume  of  securities  offered  (if the total
                    dollar  value of  securities  offered  would not exceed that
                    which was registered) and any deviation from the low or high
                    end of the estimated maximum offering range may be reflected
                    in the form of prospectus filed with the Commission pursuant
                    to Rule 424(b) if, in the  aggregate,  the changes in volume
                    and price represent no more than a 20% change in the maximum
                    aggregate  offering price set forth in the  "Calculation  of
                    Registration  Fee"  table  in  the  effective   Registration
                    Statement.

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

         Provided,  however,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do not
apply if the  Registration  Statement is on Form S-3,  Form S-8 or Form F-3, and
the information  required to be included in a post-effective  amendment by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the Registration Statement.

     (2)  That,  for  the  purpose  of  determining   any  liability  under  the
          Securities Act of 1933,  each such  post-effective  amendment shall be
          deemed to be a new Registration  Statement  relating to the securities
          offered  therein,  and the  offering of such  securities  at that time
          shall be deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
          of  the  securities  being  registered  which  remain  unsold  at  the
          termination of the offering.

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
     determining  any liability under the Securities Act of 1933, each filing of
     the  Registrant's  annual report pursuant to Section 13(a) or Section 15(d)
     of the Securities Exchange Act of 1934 (and, where applicable,  each filing
     of an employee  benefit  plan's annual report  pursuant to Section 15(d) of
     the Securities  Exchange Act of 1934) that is  incorporated by reference in
     the  Registration  Statement  shall  be  deemed  to be a  new  Registration
     Statement relating to the securities  offered therein,  and the offering of
     such  securities  at that time shall be deemed to be the initial  bona fide
     offering thereof.

(c)  The  undersigned  Registrant  hereby  undertakes  to deliver or cause to be
     delivered  with the  prospectus,  to each person to whom the  prospectus is
     sent or given, a copy of the latest annual report to  shareholders  that is
     incorporated  in the prospectus  and furnished  pursuant to and meeting the
     requirements of Rule 14a-3 or Rule 14c-3 under the Securities  Exchange Act
     of 1934; and, where interim financial  information required to be presented
     by  Article  3 of  Regulation  S-X is not set forth in the  prospectus,  to
     deliver or cause to be delivered to each person to whom the  prospectus  is
     sent  or  given,   the  latest   quarterly   report  that  is  specifically
     incorporated  by  reference  in the  prospectus  to  provide  such  interim
     financial information.

(d)  Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors,  officers and controlling persons of
     the  Registrant   pursuant  to  any  provision  or  arrangement   for  such
     indemnification,  or otherwise, the Registrant has been advised that in the
     opinion of the Securities and Exchange  Commission such  indemnification is
     against  public  policy  as  expressed  in  the  Act  and  is,   therefore,
     unenforceable.  In the event that a claim for indemnification  against such
     liabilities  (other than the payment by the Registrant of expenses incurred
     or paid by a director,  officer or controlling  person of the Registrant in
     the  successful  defense of any action,  suit or proceeding) is asserted by
     such  director,  officer  or  controlling  person  in  connection  with the
     securities being registered,  the Registrant will, unless in the opinion of
     its counsel the matter has been settled by controlling precedent, submit to
     a  court  of   appropriate   jurisdiction   the   question   whether   such
     indemnification  is against  public policy as expressed in the Act and will
     be governed by the final adjudication of such issue.
SIGNATURES

         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 17 day of
November, 2000.

                                                         WINN-DIXIE STORES, INC.
                                                               (Registrant)

                                                          A. DANO DAVIS
                                                        -----------------
                                                          A. Dano Davis
                                                       Chairman of the Board

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

(Signature)                       (Title)                           (Date)
-----------                        -----                             ----

A. DANO DAVIS              Chairman of the Board               November 17, 2000
-------------------
A. Dano Davis

ALLEN R. ROWLAND          President, Chief Executive           November 17, 2000
-------------------             Officer and
Allen R. Rowland                 Director
                          (Principal Executive Officer)
RICHARD P. MCCOOK         Senior Vice President and Chief      November 17, 2000
-------------------
Richard P. McCook            Financial Officer
                           (Principal Financial Officer)

D. MICHAEL BYRUM              Controller and Chief             November 17, 2000
-------------------            Accounting Officer
D. Michael Byrum          (Principal Accounting Officer)

ARMANDO M. CODINA                   Director                   November 17, 2000
-------------------
Armando M. Codina

T. WAYNE DAVIS, JR.                 Director                   November 17, 2000
-------------------
T. Wayne Davis, Jr.

RADFORD D. LOVETT                   Director                   November 17, 2000
-------------------
Radford D. Lovett

JULIA B. NORTH                      Director                   November 17, 2000
-------------------
Julia B. North

CARLETON T. RIDER                   Director                   November 17, 2000
-------------------
Carleton T. Rider

CHARLES P. STEPHENS                 Director                   November 17, 2000
-------------------
Charles P. Stephens

RONALD TOWNSEND                     Director                   November 17, 2000
-------------------
Ronald Townsend
EXHIBIT INDEX
Exhibit
Number                          Description of Exhibit                        Incorporated by Reference From

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

4.1.1              Amendment adopted October 7, 1992, to Restated     Previously filed as Exhibit 3.1.1 to Form 10-K
                   Articles of Incorporation.                         for the year ended June 30, 1993, which
                                                                      Exhibit is herein incorporated by reference.

4.1.2              Amendment adopted October 5, 1994, to Restated     Previously filed as Exhibit 3.1.2 to Form 10-Q
                   Articles of Incorporation.                         for the quarter ended January 11, 1995, which
                                                                      Exhibit is herein incorporated by reference.

4.1.3              Amendment adopted October 1, 1997, to Restated     Previously filed as Exhibit 3.1.3 to Form 10-Q
                   Articles of Incorporation.                         for the quarter ended September 17, 1997,
                                                                      which Exhibit is herein incorporated by
                                                                      reference.

4.2                Restated By-Laws of the Registrant as amended      Previously filed as Exhibit 3.2 to Form 10-K
                   through June 15, 2000.                             for the year ended June 28, 2000, which
                                                                      Exhibit is herein incorporated by reference.

4.3                Stock Plan for Directors                           Previously filed as Exhibit 10.8 to Form 10-Q
                                                                      for the quarter ended September 20, 2000,
                                                                      which Exhibit is incorporated herein by
                                                                      reference
5.1                Opinion of Foley & Lardner

23.1               Consent of KPMG LLP

23.2               Consent of Foley & Lardner (included in Exhibit
                   5.1)