As filed with the Securities and Exchange Commission on October 4, 1995
                       Registration No.
______________________________________________________________________________

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

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

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

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

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


           REVISED WINN-DIXIE STOCK PURCHASE PLAN FOR EMPLOYEES
                         (Full title of the plan)

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

                                Copies to:

                               John R. Byers
                  LeBoeuf, Lamb, Greene & MacRae, L.L.P.
                            50 N. Laura Street
                                Suite 2800
                        Jacksonville, Florida 32202
                           ____________________
                      CALCULATION OF REGISTRATION FEE
______________________________________________________________________________
                                  Proposed      Proposed
  Title of      Amount to         Maximum       Maximum
 Securities        be             Offering      Aggregate       Amount of
  to be         Registered<F1>    Price Per     Offering        Registration
 Registered                       Share<F2>     Price<F2>       Fee
______________________________________________________________________________
 Common
 Stock,$1.00    1,000,000         $  51.00      $ 51,000,000    $ 17,586
 par value      shares


1    Plus such indeterminate number of additional shares as may become
     available for sale pursuant to the anti-dilution provisions of such
     Plan.  In addition, pursuant to Rule 416(c) under the Securities Act
     of 1933, this Registration Statement also covers an indeterminate
     amount of interests in the employee benefit plan described herein.
2    Pursuant to Rule 457(h), the offering price has been calculated on the
     basis of the exercise price of the options awarded under the plan
     described herein.

     Pursuant to Rule 429, the prospectus which is a part of this
Registration Statement is a combined prospectus in compliance with the
undertakings contained in Registration Statement No. 33-42278.  Pursuant to
Rule 429(b), 265,564 shares are being carried forward from Registration
Statement No. 33-42278 and in connection therewith a filing fee of
$2,340.29 was previously paid for such 265,564 shares.
______________________________________________________________________________
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

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

                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

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

     (a) The Registrant's Annual Report on Form 10-K for the fiscal year
         ended June 28, 1995, which sets forth the Registrant's audited
         consolidated financial statements and schedules for such fiscal
         year.

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

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

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

Item 4.  Description of Securities.

         Not Applicable

Item 5.  Interests of Named Experts and Counsel.

         Not Applicable

Item 6.  Indemnification of Directors and Officers.

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

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

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

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

Item 7.  Exemption from Registration Claimed.

         Not Applicable

Item 8.  Exhibits.

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

Item 9.  Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

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

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

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

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

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

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

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

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

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

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

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Jacksonville, State of Florida,
on the _____ day of October, 1995.

                                        WINN-DIXIE STORES, INC.
                                             (Registrant)


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

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

     (Signature)                   (Title)             (Date)


A. Dano Davis            Chairman of the Board    October 4, 1995
A. Dano Davis             (Principal Executive
                          Officer) and Director

Richard P. McCook        Financial Vice President October 4, 1995
Richard P. McCook         (Principal financial
                          officer)


D. H. Bragin             Treasurer (Principal     October 4, 1995
D. H. Bragin              accounting officer)


                         Director                 October _____, 1995
Robert D. Davis


T. Wayne Davis, Jr.      Director                 October 4, 1995
T. Wayne Davis, Jr.


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



                         Director                 October _____, 1995
Armando M. Codina


                         Director                 October _____, 1995
Carleton T. Rider


James Kufeldt            President and            October 4, 1995
James Kufeldt             Director


Radford D. Lovett        Director                 October 4, 1995
Radford D. Lovett

Charles H. McKellar      Executive Vice President October 4, 1995
Charles H. McKellar       and Director


David F. Miller          Director                 October 4, 1995
David F. Miller


                         Director                 October _____, 1995
Charles P. Stephens


                         Director                 October _____, 1995
Julia B. North

<PAGE>
                               EXHIBIT INDEX

                                                        Sequentially
Exhibit No.                                             Numbered Pages

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

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

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

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

4.3      Revised Winn-Dixie Stock Purchase Plan for
         Employees, as amended to date.

5.       Opinion of Counsel

21.      Subsidiaries of the Company whose employees
         are entitled to participate in the Revised Winn-Dixie
         Stock Purchase Plan for Employees

23.1     Consent of KPMG Peat Marwick LLP

23.2     Consent of Counsel (included in Exhibit 5).

<PAGE>
                                Exhibit 4.3




                          WINN-DIXIE STORES, INC.
                 REVISED STOCK PURCHASE PLAN FOR EMPLOYEES

                                 ARTICLE I

                    Designation and Purpose of the Plan

     The Plan shall be known as the "Revised Winn-Dixie Stock Purchase Plan
for Employees" (the "Plan"). The purpose of the Plan is to encourage
employees of Winn-Dixie Stores, Inc. (the "Company") and of any "Subsidiary"
(a corporation in which all of the outstanding shares of capital stock of
every class shall, at the time or times in question, be owned by the Company
or any other Subsidiary of the Company) to purchase and own the Common Stock
of Winn-Dixie Stores, Inc., thereby promoting their increased interest in the
Company's affairs, growth and development.

                                ARTICLE II

                       Shares Available for Purchase

     Subject to the anti-dilution provisions contained herein, a maximum of
17,086,618 shares of the Company's Common Stock, having a par value of $1.00
per share, as constituted on October 31, 1990 (the "Stock"), whether
presently authorized and unissued or held in the Company's treasury or
hereafter reacquired by the Company, may be issued and sold upon the exercise
of options granted subsequent to October 2, 1964 pursuant to the Plan
("Options").  Such 17,086,618 shares shall consist of the 17,086,618 shares
of the Company's Common Stock heretofore authorized to be so issued and sold,
including shares which were authorized to be issued and sold upon the
exercise of options granted pursuant to the Company's now terminated Stock
Purchase Plan for Employees (adopted in 1958), as amended (the "1958 Plan"),
which were not so issued and sold.

     In the event that the Stock shall be split up, divided or otherwise
reclassified into a greater number of shares of Stock or of any other class
of Common Stock of the Company, the term "Stock" shall thereafter mean the
Common Stock of the Company into which the shares of Stock were so split up,
divided or otherwise reclassified; and the remaining number of shares of
Stock which may thereafter be sold pursuant to the Plan, and the remaining
number of shares of Stock which may thereafter be made subject to Options
granted to any Eligible Employee pursuant to the Plan shall be
correspondingly increased.  In case any dividend payable in shares  of Stock
is paid to the holders of outstanding shares of Stock, the remaining number
of shares of Stock which may thereafter be sold pursuant to the Plan, and the
remaining number of shares of Stock which may thereafter be made subject to
Options granted to any Eligible Employee pursuant to the Plan shall be
increased by the percentage which the number of shares of Stock so paid as a
dividend bears to the total number of shares of Stock outstanding immediately
prior to the payment of such dividend; provided, however, that no such
increase shall be made with respect to any dividend aggregating less than 20%
of the total number of shares of Stock outstanding immediately prior to the
payment thereof.

                                ARTICLE III

                            Eligible Employees

     Options may be granted under the Plan only to employees of the Company
or of a Subsidiary, (1) who have an employment date of not less than one year
prior to the date of the offering, (2) who are of legal age to purchase stock
in the state of their residence, and (3) who are actively employed at the
date of the offering. "Actively employed" means on the payroll and not on
leave of absence (including workers' compensation, medical, military or other
leaves).  Such employees are herein called"Eligible Employees".

                                ARTICLE IV

                               Option Price

     The exercise price per share of Stock covered by any Option granted
pursuant to the Plan shall be determined by the Committee referred to in
Article V hereof, but shall be not less than 85% of the fair market value of
the Stock at the time such Option is granted nor less than $1.00.

                                 ARTICLE V

                            Granting of Options

     A committee appointed by the Board of Directors of the Company,
consisting of two or more members of the Board of Directors (the "Committee")
shall, by decision of a majority thereof, determine in its sole and final
discretion on the first business day of each month until such time as all
shares of Stock available for purchase under the Plan have been sold, whether
or not to grant Options for that month and, if Options are to be granted,
what the option price per share shall be.

     If any Options are granted for any month, as aforesaid, Options shall be
granted to all employees who are Eligible Employees on the first business day
of such month, upon the following terms and conditions:

         1. The Committee shall have the authority to limit the maximum
     number of shares to be issued and sold upon the exercise of Options
     granted for any month to a number not to exceed the number of shares
     then authorized for sale pursuant to the Plan. Each Eligible Employee
     shall be granted an Option for the purchase of 3,000 shares of Stock
     less the number of shares previously purchased by such Eligible Employee
     pursuant to the Plan during the calendar year in which such Option is
     granted; provided, however, that no Eligible Employee shall be granted
     an Option if such Employee, immediately after the grant of such Option,
     would own, within the meaning of Section 423(b)(3) of the Internal
     Revenue Code of 1986, as amended (the "Code"), stock possessing 5% or
     more of the total combined voting power or value of all classes of stock
     of the Company or of a "parent corporation" or "subsidiary corporation"
     of the Company, as defined in Section 425(e) and (f) of the Code; and
     provided further, that no employee shall be granted an Option which
     would permit such employee's rights to purchase shares of stock of any
     class of the Company or of a "parent corporation" or of a "subsidiary
     corporation" of the Company (as defined above) pursuant to all employee
     stock purchase plans of the Company and of any such "parent corporation"
     or "subsidiary corporation" to accrue at a rate which would exceed an
     aggregate of $25,000 of fair market value of such securities (determined
     at the time such Option is granted) in any calendar year.

         2. Each Option granted hereunder and each right to purchase Stock
     pursuant to its exercise shall cease and terminate at the close of
     business on the last business day of the month for which said Option
     shall have been granted.

                                ARTICLE VI

                         Options Not Transferable

     No Option granted to an employee to purchase shares of Stock pursuant to
the Plan may be sold, pledged, assigned or transferred in any manner during
such employee's lifetime, and upon the death of such employee said Option
shall immediately cease and terminate.

                                ARTICLE VII

             Amendment, Suspension and Termination of the Plan

     The Board of Directors of the Company shall have the power at any time
to add to, amend or repeal any of the provisions of the Plan, to suspend the
operation of the entire Plan or of any provision or provisions thereof for
any period or periods or to terminate the Plan in whole or in part, provided,
however, that no such addition, amendment, repeal, suspension or termination
shall in any way affect the rights of the holders of outstanding Options to
purchase shares of stock in accordance with the provisions hereof; and
provided, further, that any such addition, amendment or repeal which shall
change any of the terms of Articles II, III, IV, VI or VII hereof or which
shall change any of the terms of Article V hereof except the number of shares
of Stock which may be purchased by any Eligible Employee during any one
calendar year shall be subject to approval by the Stockholders of the Company
within twelve months after its adoption or such addition, amendment or repeal
shall become null and void and any provision so attempted to be changed shall
continue in full force and effect.

                               ARTICLE VIII

              Provisions with Respect to Granting of Options

     Options shall be granted pursuant to the Plan only in accordance with
the provisions set forth in Article V and this Article VIII of the Plan.

     For the purpose of determining whether an employee has been employed by
the Company and/or one or more Subsidiaries for less than one year, there
shall be included in the term of such employee's employment any period of
employment by any person, firm, organization or corporation all of whose
outstanding shares of capital stock of every class and/or all or
substantially all of whose operating assets and/or business shall have been
acquired by the Company and/or one or more of its Subsidiaries prior to the
time as of which such determination is made, and transfer from the employment
of the Company to that of a Subsidiary or vice versa, or from the employment
of one Subsidiary to that of another Subsidiary, shall not constitute a
termination or interruption of the continuity of employment.

     If the Committee shall determine to grant Options for any month as
provided in the Plan, such determination, and the exercise price per share of
Stock covered thereby, shall be communicated to all Eligible Employees within
a reasonable time thereafter by posting written notice thereof in a
conspicuous place in all offices, stores, warehouses, plants, garages and
other facilities where any Eligible Employees are employed or by giving
written notice in such other manner as the Committee in its sole discretion
shall deem advisable.

     No option shall be granted pursuant to the Plan unless a Registration
Statement under the Securities Act of 1933, as amended, with respect to the
shares of Stock covered thereby shall have been filed with the Securities and
Exchange Commission or unless an exemption from registration in accordance
with regulations duly promulgated by said Commission under said Act shall
then be applicable, and no Option granted pursuant to the Plan shall be
exercisable, and no shares of Stock shall be sold or issued upon the exercise
of any Option, unless such a Registration Statement shall be in effect and a
prospectus with respect to such shares, which at the time of such exercise,
sale or issue, as the case may be, meets the requirements of Section 10(a) of
said Act, shall then be available for delivery to Eligible Employees or
unless an exemption from registration in accordance with regulations duly
promulgated by said Commission under said Act shall then be applicable.

                                ARTICLE IX

                            Exercise of Options

     Subject to the provisions of the last paragraph of Article VIII hereof
and to the conditions set forth in Article X hereof, Eligible Employees shall
have the right to purchase shares of Stock upon exercise of Options in
accordance with any of the following three methods:

         1. Any Eligible Employee who holds an Option may exercise said
     Option during the month for which it was granted in whole at any one
     time, or in part from time to time (provided that each exercise shall be
     for ten or more shares of stock), by delivering a duly executed
     subscription agreement to the Company or its duly authorized agent or
     representative, such subscription agreement to be accompanied by payment
     in full in cash for such shares at the exercise price per share
     therefor.

         2. Any Eligible Employee who holds an Option granted after July 11,
     1969, may exercise said Option at any time during the month for which it
     was granted, to the extent of a maximum of 50 shares (but subject to the
     proviso that each such exercise shall be in increments of 5 shares but
     not less than 10 shares), by delivering a duly executed subscription
     agreement to the Company or its duly authorized agent or representative,
     such subscription agreement to be accompanied by payment in cash in the
     amount of at least $1.00 per share for each share purchased and by the
     Eligible Employee's non-interest bearing promissory note for the balance
     of the price of the shares to which such note relates at the exercise
     price per share therefor. No Eligible Employee may purchase more than an
     aggregate of 50 shares pursuant to Options granted after July 11, 1969
     whether at one time or from time to time, through payment by such
     non-interest bearing promissory notes.

         3. Subject to approval by the Committee in its discretion from time
     to time at the time of granting such Options, any Eligible Employee who
     holds an Option granted after October 31, 1978 and who has theretofore
     purchased the maximum of 50 shares through the delivery of a
     non-interest bearing promissory note as provided in paragraph 2 above
     may exercise said Option at any time during the month for which it was
     granted, to the extent of a maximum of 25 shares (but subject to the
     proviso that each such exercise shall be for 10, 15, 20 or 25 shares),
     by delivering a duly executed subscription agreement to the Company or
     its duly authorized agent or representative, such subscription agreement
     to be accompanied by payment in cash in the amount of at least $1.00 per
     share for each share purchased and by the Eligible Employee's promissory
     note, bearing interest at the rate determined by the Committee at the
     time of granting such Option, for the balance of the price of the shares
     to which such note relates at the exercise price per share therefor. No
     Eligible Employee may purchase more than an aggregate of 25 shares
     pursuant to Options granted after October 31, 1978 whether at one time
     or from time to time, through payment by such interest bearing
     promissory notes.

     Payment for any shares purchased otherwise than through delivery of
promissory notes as provided in paragraphs 2 and 3 above shall be made in
cash as provided in paragraph 1 above.

     Such subscription agreement shall provide, with respect to any shares of
Stock purchased pursuant to the Plan subsequent to January 1, 1988, that any
such shares may be sold by the Eligible Employee who purchased such shares or
any successor in interest in the event of such Eligible Employee's death,
only by means of their tender to the Company. If such tender shall occur
during the period of two years following the purchase of the shares of Stock
so purchased, the Company, if it shall accept such tender, shall pay for such
shares the same price paid to the Company by the Eligible Employee therefor.
If such tender shall occur more than two years after the purchase of the
shares of Stock so purchased, the Company, if it shall accept such tender,
shall pay for such shares the market price of such shares on the date of the
receipt by the Company of their tender to the Company. In such subscription
agreement such Eligible Employee shall agree with the Company that
certificates for shares of Stock so purchased by such Employee may bear the
following legend:

     "The shares of the Common Stock of Winn-Dixie Stores, Inc.
     represented by this certificate are subject to the provisions of
     Article IX of the Revised Stock Purchase Plan for Employees, as
     amended, of Winn-Dixie Stores, Inc. Such shares may be sold by the
     holder thereof only by means of their tender to Winn-Dixie Stores,
     Inc. for the applicable consideration set forth in such Article IX,
     unless the Company shall not accept the tender of such shares, in
     which case the shares may be sold by the holder thereof, free of
     any restrictions or limitations."

     In any case in which payment is made in part by promissory note the
certificate representing the shares of Stock purchased shall be issued in the
name of the Eligible Employee so purchasing the same and shall be endorsed by
the Eligible Employee in blank (or accompanied by a duly executed stock
power) and delivered to and pledged with the Company as security for the
note, and a pledge agreement shall be entered into by such Eligible Employee
and the Company. The pledge agreement shall provide that (i) no certificate
for pledged shares of Stock shall be redelivered to the pledgor until the
promissory note (together with all interest thereon, if any) has been paid in
full and (ii) provided that there has been no default under the terms and
provisions of the promissory note, the Company will not cause the certificate
for the pledged shares of Stock to be transferred out of the name of the
pledgor and the pledgor shall have the right to vote such shares of Stock at
all meetings of the stockholders of the Company and shall receive all cash
dividends paid on such shares. The pledge agreement shall contain such other
provisions as the Company may deem advisable.

     The principal of the promissory note shall be payable in equal
installments payable weekly or monthly depending upon whether the pledgor is
paid on a weekly or monthly basis, of such amount as may be determined by the
payroll department of the division or office in which the pledgor is employed
(but which equal installments shall, in each case, be payable over a period
of no less than three years), and the pledgor shall give a written
authorization to such payroll department, on such form or forms as may be
furnished by the Company, authorizing the deduction each week or month, as
the case may be, during the term of the note of the amount of such weekly or
monthly installment. Interest, if any, on the unpaid portion of such
promissory note shall accrue from the date thereof at the rate per annum
determined by the Committee at the time of granting the Option to which such
promissory note relates. The amount of accrued interest payable, if any, on
each payment date shall be added to the amount payable on account of
principal, and shall be included in the payroll deduction referred to in the
preceding sentence. If the pledgor shall cease to be employed by the Company
and/or its Subsidiaries, the pledgor shall continue to make the same payments
as were made while the pledgor was so employed until the promissory note
shall be paid in full.

     In the event of a default in the prompt payment of accrued interest on
or any installment due on the principal of, any promissory note, unless such
interest or installment shall have been paid prior to the expiration of 10
days after notice of such default to the pledgor, the principal balance, if
not already due and payable, shall become due and payable and the Company
shall thereafter be entitled:

     (a) To collect and receive all dividends on the pledged shares; and

     (b) To sell or cause to be sold at such price or prices as the Company
     may deem best all or any of the pledged shares, without demand of
     performance or notice of intention to sell.

     The proceeds of any such sale and any monies collected, received or
otherwise realized by the Company from the pledged shares, shall be applied
as follows:

     (a) To the expenses of such sale or realization and all other expenses
     of the Company under the pledge agreement;

     (b) To the payment of accrued interest, if any, then due and payable on
     the note;

     (c) To the payment of the principal of the note; and

     (d) Any balance thereafter remaining shall be paid to the pledgor or to
     whomsoever may be lawfully entitled to receive the same.

     In the event that the balance due from the pledgor at the time of any
default exceeds the net proceeds from such sale, the pledgor shall be and
remain liable for such excess.

     No installment of the principal upon any promissory note may be prepaid
by the pledgor at any time, either in whole or in part. Upon payment in full
of the final installment of the principal of the promissory note when due,
and not before, the pledged shares of Stock shall be redelivered to the
pledgor and become the pledgor's sole property free of any pledge or lien
created hereby.

     The date on which a duly executed subscription agreement shall be
received by the Company or its duly authorized agent or representative, in
accordance with any of the above methods, shall be deemed to be the "Date of
Subscription" with respect to the shares subscribed for, for all purposes of
the Plan.

                                 ARTICLE X

                   Conditions on the Exercise of Options

     The exercise of Options shall be subject to the following conditions:

         1. Each employee exercising an Option must on each Date of
     Subscription be an Eligible Employee.

         2. In case there shall not be a sufficient number of shares of
     Stock available, either because of the limitations imposed by Article II
     hereof, or because the Committee shall have limited the maximum number
     of shares to be issued and sold in accordance with the provisions of
     subparagraph 1 of the second paragraph of Article V hereof, to issue all
     of the shares otherwise issuable upon the exercise of Options,
     subscriptions pursuant to the exercise of Options shall be filled in the
     following order of priority:

         (a) before any other subscriptions are filled in whole or in part,
         all subscriptions pursuant to the exercise of Options pursuant to
         Paragraph 2 of Article IX hereof shall be filled in their entirety;
         or if insufficient shares are available to fill all such
         subscriptions in their entirety, the available shares shall be
         prorated among Eligible Employees exercising Options pursuant to
         Paragraph 2 of Article IX by applying to the number of shares to
         which each such exercise relates the ratio of the aggregate number
         of shares available to the aggregate number of all such Options
         exercised.

         (b) after all subscriptions referred to in (a) above shall have
         been filled, the Committee shall, in its discretion, fix and
         determine a number of shares of Stock (but not in excess of 100
         shares) for which subscriptions shall be filled (i) in whole in the
         case of each Eligible Employee exercising an Option to purchase up
         to the number of shares so fixed and determined, and (ii) to the
         extent of the number of shares so fixed and determined in the case
         of each Eligible Employee exercising an Option to purchase a number
         of shares greater than that so fixed and determined.

         (c) after all subscriptions referred to in (a) and (b) above shall
         have been filled, the remainder of each subscription for a number
         of shares greater than that fixed and determined by the Committee
         pursuant to (b) above shall be filled by applying to such greater
         number of shares the ratio of all shares which remain available
         after all subscriptions referred to in (a) and (b) above shall have
         been filled to the aggregate number of shares for which
         subscriptions remain to be filled upon the exercise of Options
         pursuant to this clause (c).

                                ARTICLE XI

                         Issuance of Certificates

     Certificates for shares of Stock purchased by an Eligible Employee upon
exercise of an Option shall be issued and delivered to such Employee as soon
as practicable after the end of the month of such exercise. In the case of
those shares payment for which was made in part by promissory note, said
shares shall be immediately redelivered to the Company and pledged as
security for the promissory note as provided in Article IX hereof.

     Certificates for shares of Stock purchased by an Eligible Employee upon
exercise of an Option subsequent to January 1, 1988 shall bear the legend set
forth in Article IX hereof.

                                ARTICLE XII

                            Rights of Employees

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

                               ARTICLE XIII

                        Interpretation of the Plan

     Determinations of the Committee as to any question which may arise with
respect to the interpretation or administration of any provisions of the Plan
shall, unless otherwise determined by the Board of Directors of the Company,
be final. The Company may prescribe administrative rules under the Plan.
<PAGE>
                                 Exhibit 5


                            OPINION OF COUNSEL

<PAGE>

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

                              October 4, 1995


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

     Re: Revised Winn-Dixie Stock Purchase Plan for
         Employees - Registration Statement on Form S-8

Ladies and Gentlemen:

     We are special counsel to Winn-Dixie Stores, Inc., a Florida corporation
(the "Company"), in connection with the Registration Statement on Form S-8
(the "Registration Statement") being filed by the Company with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the offer and sale of 1,000,000 shares of
the Company's common stock, par value $1.00 per share (the "Common Shares"),
pursuant to the Revised Winn-Dixie Stock Purchase Plan for Employees (the
"Plan").

     In rendering this opinion, we have examined: (1) the Registration
Statement; (b) the Company's prospectus, dated October 4, 1995; (c) a copy of
the Company's articles of incorporation and all amendments thereto; (d) a
copy of the Company's by-laws; and (e) a record of the proceedings of the
Company relating to the authorization of the issuance and delivery of the
Common Shares.  We have also examined originals, or copies of originals
certified to our satisfaction, of such agreements, documents, certificates
and other statements of governmental officials and other instruments, and
examined such questions of law and have satisfied ourselves as to such
matters of fact, as we have considered relevant and necessary as a basis for
this opinion.  We have assumed, without inquiry, the authenticity of all
documents submitted to us as originals, the genuiness of all signatures, the
legal capacity of all natural persons and the conformity with authentic
original documents of any copies thereof submitted to us for our examination.

<PAGE>
Winn-Dixie Stores, Inc.
October 4, 1995
Page 2

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

     1.  The Company has been incorporated under the laws of Florida and the
Company's status is active.  In rendering this opinion we have relied solely
upon the Florida Department of State's certificate of status for the Company
dated September 26, 1995 and Section 607.0203 of the Florida Business
Corporation Act, which states that the Florida Department of State's filing
of the Company's articles of incorporation satisfies all conditions precedent
to incorporation.

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

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

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

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

     We hereby consent to the use of our name in the Registration Statement
as counsel who will pass upon the legality of the Common Shares for the
Company and as having prepared this opinion, and to the use of this opinion
as an exhibit to the Registration Statement.  We also consent to the use of
our name as special counsel for the Company and to any references to this
firm in the prospectus that constitutes part of the Registration Statement.
<PAGE>
Winn-Dixie Stores, Inc.
October 4, 1995
Page 3

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

                                   Very truly yours,


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

<PAGE>
                                Exhibit 21




        Subsidiary                           State of Incorporation

     Astor Products, Inc.                    Florida

     Deep South Products, Inc.               Florida

     Dixie Packers, Inc.                     Florida

     Monterey Canning Co.                    California

     Winn-Dixie Atlanta, Inc.                Florida

     Winn-Dixie Charlotte, Inc.              Florida

     Winn-Dixie Greenville, Inc.             Florida

     Winn-Dixie Louisiana, Inc.              Florida

     Winn-Dixie Midwest, Inc.                Florida

     Winn-Dixie Montgomery, Inc.             Kentucky

     Winn-Dixie Raleigh, Inc.                Florida

     Winn-Dixie Texas, Inc.                  Texas
<PAGE>
                               Exhibit 23.1


                             AUDITORS' CONSENT


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

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




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


Jacksonville, Florida
October 4, 1995
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 48830}]
{"company-data": {"conformed-name": "WINN DIXIE STORES INC", "cik": "0000107681", "assigned-sic": "5411", "irs-number": "590514290", "state-of-incorporation": "FL", "fiscal-year-end": "0627"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-63183", "film-number": "95578533"}, "business-address": {"street1": "5050 EDGEWOOD CT", "city": "JACKSONVILLE", "state": "FL", "zip": "32205", "phone": "9047835000"}, "mail-address": {"street1": "P O BOX B", "city": "JACKSONVILLE", "state": "FL", "zip": "32202"}, "former-company": [{"former-conformed-name": "WINN & LOVETT GROCERY INC", "date-changed": "19710927"}, {"former-conformed-name": "WINN & LOVETT GROCERY CO", "date-changed": "19671119"}]}
As filed with the Securities and Exchange Commission on October 4, 1995
                       Registration No.
______________________________________________________________________________

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

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

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

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

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

           REVISED WINN-DIXIE STOCK PURCHASE PLAN FOR EMPLOYEES
                         (Full title of the plan)

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

                                Copies to:

                               John R. Byers
                  LeBoeuf, Lamb, Greene & MacRae, L.L.P.
                            50 N. Laura Street
                                Suite 2800
                        Jacksonville, Florida 32202
                           ____________________
                      CALCULATION OF REGISTRATION FEE
______________________________________________________________________________
                                  Proposed      Proposed
  Title of      Amount to         Maximum       Maximum
 Securities        be             Offering      Aggregate       Amount of
  to be         Registered
Price Per     Offering        Registration
 Registered                       Share
Price
Fee
______________________________________________________________________________
 Common
 Stock,$1.00    1,000,000         $  51.00      $ 51,000,000    $ 17,586
 par value      shares

1    Plus such indeterminate number of additional shares as may become
     available for sale pursuant to the anti-dilution provisions of such
     Plan.  In addition, pursuant to Rule 416(c) under the Securities Act
     of 1933, this Registration Statement also covers an indeterminate
     amount of interests in the employee benefit plan described herein.
2    Pursuant to Rule 457(h), the offering price has been calculated on the
     basis of the exercise price of the options awarded under the plan
     described herein.

     Pursuant to Rule 429, the prospectus which is a part of this
Registration Statement is a combined prospectus in compliance with the
undertakings contained in Registration Statement No. 33-42278.  Pursuant to
Rule 429(b), 265,564 shares are being carried forward from Registration
Statement No. 33-42278 and in connection therewith a filing fee of
$2,340.29 was previously paid for such 265,564 shares.
______________________________________________________________________________
The exhibit index is located on page 8 pursuant to  the sequential
numbering system.
PART I

           INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

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

                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

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

     (a) The Registrant's Annual Report on Form 10-K for the fiscal year
         ended June 28, 1995, which sets forth the Registrant's audited
         consolidated financial statements and schedules for such fiscal
         year.

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

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

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

Item 4.  Description of Securities.

         Not Applicable

Item 5.  Interests of Named Experts and Counsel.

         Not Applicable

Item 6.  Indemnification of Directors and Officers.

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

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

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

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

Item 7.  Exemption from Registration Claimed.

         Not Applicable

Item 8.  Exhibits.

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

Item 9.  Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

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

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

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

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

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

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

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

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

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

         (d)   Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to any provision or
arrangement for such indemnification, or otherwise,  the Registrant has
been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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 _____ day of October, 1995.

                                        WINN-DIXIE STORES, INC.
                                             (Registrant)

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

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

     (Signature)                   (Title)             (Date)

A. Dano Davis            Chairman of the Board    October 4, 1995
A. Dano Davis             (Principal Executive
                          Officer) and Director

Richard P. McCook        Financial Vice President October 4, 1995
Richard P. McCook         (Principal financial
                          officer)

D. H. Bragin             Treasurer (Principal     October 4, 1995
D. H. Bragin              accounting officer)

                         Director                 October _____, 1995
Robert D. Davis

T. Wayne Davis, Jr.      Director                 October 4, 1995
T. Wayne Davis, Jr.
(Signature)              (Title)                  (Date)

                         Director                 October _____, 1995
Armando M. Codina

                         Director                 October _____, 1995
Carleton T. Rider

James Kufeldt            President and            October 4, 1995
James Kufeldt             Director

Radford D. Lovett        Director                 October 4, 1995
Radford D. Lovett

Charles H. McKellar      Executive Vice President October 4, 1995
Charles H. McKellar       and Director

David F. Miller          Director                 October 4, 1995
David F. Miller

                         Director                 October _____, 1995
Charles P. Stephens

                         Director                 October _____, 1995
Julia B. North
EXHIBIT INDEX

                                                        Sequentially
Exhibit No.                                             Numbered Pages

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

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

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

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

4.3      Revised Winn-Dixie Stock Purchase Plan for
         Employees, as amended to date.

5.       Opinion of Counsel

21.      Subsidiaries of the Company whose employees
         are entitled to participate in the Revised Winn-Dixie
         Stock Purchase Plan for Employees

23.1     Consent of KPMG Peat Marwick LLP

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

                          WINN-DIXIE STORES, INC.
                 REVISED STOCK PURCHASE PLAN FOR EMPLOYEES

                                 ARTICLE I

                    Designation and Purpose of the Plan

     The Plan shall be known as the "Revised Winn-Dixie Stock Purchase Plan
for Employees" (the "Plan"). The purpose of the Plan is to encourage
employees of Winn-Dixie Stores, Inc. (the "Company") and of any "Subsidiary"
(a corporation in which all of the outstanding shares of capital stock of
every class shall, at the time or times in question, be owned by the Company
or any other Subsidiary of the Company) to purchase and own the Common Stock
of Winn-Dixie Stores, Inc., thereby promoting their increased interest in the
Company's affairs, growth and development.

                                ARTICLE II

                       Shares Available for Purchase

     Subject to the anti-dilution provisions contained herein, a maximum of
17,086,618 shares of the Company's Common Stock, having a par value of $1.00
per share, as constituted on October 31, 1990 (the "Stock"), whether
presently authorized and unissued or held in the Company's treasury or
hereafter reacquired by the Company, may be issued and sold upon the exercise
of options granted subsequent to October 2, 1964 pursuant to the Plan
("Options").  Such 17,086,618 shares shall consist of the 17,086,618 shares
of the Company's Common Stock heretofore authorized to be so issued and sold,
including shares which were authorized to be issued and sold upon the
exercise of options granted pursuant to the Company's now terminated Stock
Purchase Plan for Employees (adopted in 1958), as amended (the "1958 Plan"),
which were not so issued and sold.

     In the event that the Stock shall be split up, divided or otherwise
reclassified into a greater number of shares of Stock or of any other class
of Common Stock of the Company, the term "Stock" shall thereafter mean the
Common Stock of the Company into which the shares of Stock were so split up,
divided or otherwise reclassified; and the remaining number of shares of
Stock which may thereafter be sold pursuant to the Plan, and the remaining
number of shares of Stock which may thereafter be made subject to Options
granted to any Eligible Employee pursuant to the Plan shall be
correspondingly increased.  In case any dividend payable in shares  of Stock
is paid to the holders of outstanding shares of Stock, the remaining number
of shares of Stock which may thereafter be sold pursuant to the Plan, and the
remaining number of shares of Stock which may thereafter be made subject to
Options granted to any Eligible Employee pursuant to the Plan shall be
increased by the percentage which the number of shares of Stock so paid as a
dividend bears to the total number of shares of Stock outstanding immediately
prior to the payment of such dividend; provided, however, that no such
increase shall be made with respect to any dividend aggregating less than 20%
of the total number of shares of Stock outstanding immediately prior to the
payment thereof.

                                ARTICLE III

                            Eligible Employees

     Options may be granted under the Plan only to employees of the Company
or of a Subsidiary, (1) who have an employment date of not less than one year
prior to the date of the offering, (2) who are of legal age to purchase stock
in the state of their residence, and (3) who are actively employed at the
date of the offering. "Actively employed" means on the payroll and not on
leave of absence (including workers' compensation, medical, military or other
leaves).  Such employees are herein called"Eligible Employees".

                                ARTICLE IV

                               Option Price

     The exercise price per share of Stock covered by any Option granted
pursuant to the Plan shall be determined by the Committee referred to in
Article V hereof, but shall be not less than 85% of the fair market value of
the Stock at the time such Option is granted nor less than $1.00.

                                 ARTICLE V

                            Granting of Options

     A committee appointed by the Board of Directors of the Company,
consisting of two or more members of the Board of Directors (the "Committee")
shall, by decision of a majority thereof, determine in its sole and final
discretion on the first business day of each month until such time as all
shares of Stock available for purchase under the Plan have been sold, whether
or not to grant Options for that month and, if Options are to be granted,
what the option price per share shall be.

     If any Options are granted for any month, as aforesaid, Options shall be
granted to all employees who are Eligible Employees on the first business day
of such month, upon the following terms and conditions:

         1. The Committee shall have the authority to limit the maximum
     number of shares to be issued and sold upon the exercise of Options
     granted for any month to a number not to exceed the number of shares
     then authorized for sale pursuant to the Plan. Each Eligible Employee
     shall be granted an Option for the purchase of 3,000 shares of Stock
     less the number of shares previously purchased by such Eligible Employee
     pursuant to the Plan during the calendar year in which such Option is
     granted; provided, however, that no Eligible Employee shall be granted
     an Option if such Employee, immediately after the grant of such Option,
     would own, within the meaning of Section 423(b)(3) of the Internal
     Revenue Code of 1986, as amended (the "Code"), stock possessing 5% or
     more of the total combined voting power or value of all classes of stock
     of the Company or of a "parent corporation" or "subsidiary corporation"
     of the Company, as defined in Section 425(e) and (f) of the Code; and
     provided further, that no employee shall be granted an Option which
     would permit such employee's rights to purchase shares of stock of any
     class of the Company or of a "parent corporation" or of a "subsidiary
     corporation" of the Company (as defined above) pursuant to all employee
     stock purchase plans of the Company and of any such "parent corporation"
     or "subsidiary corporation" to accrue at a rate which would exceed an
     aggregate of $25,000 of fair market value of such securities (determined
     at the time such Option is granted) in any calendar year.

         2. Each Option granted hereunder and each right to purchase Stock
     pursuant to its exercise shall cease and terminate at the close of
     business on the last business day of the month for which said Option
     shall have been granted.

                                ARTICLE VI

                         Options Not Transferable

     No Option granted to an employee to purchase shares of Stock pursuant to
the Plan may be sold, pledged, assigned or transferred in any manner during
such employee's lifetime, and upon the death of such employee said Option
shall immediately cease and terminate.

                                ARTICLE VII

             Amendment, Suspension and Termination of the Plan

     The Board of Directors of the Company shall have the power at any time
to add to, amend or repeal any of the provisions of the Plan, to suspend the
operation of the entire Plan or of any provision or provisions thereof for
any period or periods or to terminate the Plan in whole or in part, provided,
however, that no such addition, amendment, repeal, suspension or termination
shall in any way affect the rights of the holders of outstanding Options to
purchase shares of stock in accordance with the provisions hereof; and
provided, further, that any such addition, amendment or repeal which shall
change any of the terms of Articles II, III, IV, VI or VII hereof or which
shall change any of the terms of Article V hereof except the number of shares
of Stock which may be purchased by any Eligible Employee during any one
calendar year shall be subject to approval by the Stockholders of the Company
within twelve months after its adoption or such addition, amendment or repeal
shall become null and void and any provision so attempted to be changed shall
continue in full force and effect.

                               ARTICLE VIII

              Provisions with Respect to Granting of Options

     Options shall be granted pursuant to the Plan only in accordance with
the provisions set forth in Article V and this Article VIII of the Plan.

     For the purpose of determining whether an employee has been employed by
the Company and/or one or more Subsidiaries for less than one year, there
shall be included in the term of such employee's employment any period of
employment by any person, firm, organization or corporation all of whose
outstanding shares of capital stock of every class and/or all or
substantially all of whose operating assets and/or business shall have been
acquired by the Company and/or one or more of its Subsidiaries prior to the
time as of which such determination is made, and transfer from the employment
of the Company to that of a Subsidiary or vice versa, or from the employment
of one Subsidiary to that of another Subsidiary, shall not constitute a
termination or interruption of the continuity of employment.

     If the Committee shall determine to grant Options for any month as
provided in the Plan, such determination, and the exercise price per share of
Stock covered thereby, shall be communicated to all Eligible Employees within
a reasonable time thereafter by posting written notice thereof in a
conspicuous place in all offices, stores, warehouses, plants, garages and
other facilities where any Eligible Employees are employed or by giving
written notice in such other manner as the Committee in its sole discretion
shall deem advisable.

     No option shall be granted pursuant to the Plan unless a Registration
Statement under the Securities Act of 1933, as amended, with respect to the
shares of Stock covered thereby shall have been filed with the Securities and
Exchange Commission or unless an exemption from registration in accordance
with regulations duly promulgated by said Commission under said Act shall
then be applicable, and no Option granted pursuant to the Plan shall be
exercisable, and no shares of Stock shall be sold or issued upon the exercise
of any Option, unless such a Registration Statement shall be in effect and a
prospectus with respect to such shares, which at the time of such exercise,
sale or issue, as the case may be, meets the requirements of Section 10(a) of
said Act, shall then be available for delivery to Eligible Employees or
unless an exemption from registration in accordance with regulations duly
promulgated by said Commission under said Act shall then be applicable.

                                ARTICLE IX

                            Exercise of Options

     Subject to the provisions of the last paragraph of Article VIII hereof
and to the conditions set forth in Article X hereof, Eligible Employees shall
have the right to purchase shares of Stock upon exercise of Options in
accordance with any of the following three methods:

         1. Any Eligible Employee who holds an Option may exercise said
     Option during the month for which it was granted in whole at any one
     time, or in part from time to time (provided that each exercise shall be
     for ten or more shares of stock), by delivering a duly executed
     subscription agreement to the Company or its duly authorized agent or
     representative, such subscription agreement to be accompanied by payment
     in full in cash for such shares at the exercise price per share
     therefor.

         2. Any Eligible Employee who holds an Option granted after July 11,
     1969, may exercise said Option at any time during the month for which it
     was granted, to the extent of a maximum of 50 shares (but subject to the
     proviso that each such exercise shall be in increments of 5 shares but
     not less than 10 shares), by delivering a duly executed subscription
     agreement to the Company or its duly authorized agent or representative,
     such subscription agreement to be accompanied by payment in cash in the
     amount of at least $1.00 per share for each share purchased and by the
     Eligible Employee's non-interest bearing promissory note for the balance
     of the price of the shares to which such note relates at the exercise
     price per share therefor. No Eligible Employee may purchase more than an
     aggregate of 50 shares pursuant to Options granted after July 11, 1969
     whether at one time or from time to time, through payment by such
     non-interest bearing promissory notes.

         3. Subject to approval by the Committee in its discretion from time
     to time at the time of granting such Options, any Eligible Employee who
     holds an Option granted after October 31, 1978 and who has theretofore
     purchased the maximum of 50 shares through the delivery of a
     non-interest bearing promissory note as provided in paragraph 2 above
     may exercise said Option at any time during the month for which it was
     granted, to the extent of a maximum of 25 shares (but subject to the
     proviso that each such exercise shall be for 10, 15, 20 or 25 shares),
     by delivering a duly executed subscription agreement to the Company or
     its duly authorized agent or representative, such subscription agreement
     to be accompanied by payment in cash in the amount of at least $1.00 per
     share for each share purchased and by the Eligible Employee's promissory
     note, bearing interest at the rate determined by the Committee at the
     time of granting such Option, for the balance of the price of the shares
     to which such note relates at the exercise price per share therefor. No
     Eligible Employee may purchase more than an aggregate of 25 shares
     pursuant to Options granted after October 31, 1978 whether at one time
     or from time to time, through payment by such interest bearing
     promissory notes.

     Payment for any shares purchased otherwise than through delivery of
promissory notes as provided in paragraphs 2 and 3 above shall be made in
cash as provided in paragraph 1 above.

     Such subscription agreement shall provide, with respect to any shares of
Stock purchased pursuant to the Plan subsequent to January 1, 1988, that any
such shares may be sold by the Eligible Employee who purchased such shares or
any successor in interest in the event of such Eligible Employee's death,
only by means of their tender to the Company. If such tender shall occur
during the period of two years following the purchase of the shares of Stock
so purchased, the Company, if it shall accept such tender, shall pay for such
shares the same price paid to the Company by the Eligible Employee therefor.
If such tender shall occur more than two years after the purchase of the
shares of Stock so purchased, the Company, if it shall accept such tender,
shall pay for such shares the market price of such shares on the date of the
receipt by the Company of their tender to the Company. In such subscription
agreement such Eligible Employee shall agree with the Company that
certificates for shares of Stock so purchased by such Employee may bear the
following legend:

     "The shares of the Common Stock of Winn-Dixie Stores, Inc.
     represented by this certificate are subject to the provisions of
     Article IX of the Revised Stock Purchase Plan for Employees, as
     amended, of Winn-Dixie Stores, Inc. Such shares may be sold by the
     holder thereof only by means of their tender to Winn-Dixie Stores,
     Inc. for the applicable consideration set forth in such Article IX,
     unless the Company shall not accept the tender of such shares, in
     which case the shares may be sold by the holder thereof, free of
     any restrictions or limitations."

     In any case in which payment is made in part by promissory note the
certificate representing the shares of Stock purchased shall be issued in the
name of the Eligible Employee so purchasing the same and shall be endorsed by
the Eligible Employee in blank (or accompanied by a duly executed stock
power) and delivered to and pledged with the Company as security for the
note, and a pledge agreement shall be entered into by such Eligible Employee
and the Company. The pledge agreement shall provide that (i) no certificate
for pledged shares of Stock shall be redelivered to the pledgor until the
promissory note (together with all interest thereon, if any) has been paid in
full and (ii) provided that there has been no default under the terms and
provisions of the promissory note, the Company will not cause the certificate
for the pledged shares of Stock to be transferred out of the name of the
pledgor and the pledgor shall have the right to vote such shares of Stock at
all meetings of the stockholders of the Company and shall receive all cash
dividends paid on such shares. The pledge agreement shall contain such other
provisions as the Company may deem advisable.

     The principal of the promissory note shall be payable in equal
installments payable weekly or monthly depending upon whether the pledgor is
paid on a weekly or monthly basis, of such amount as may be determined by the
payroll department of the division or office in which the pledgor is employed
(but which equal installments shall, in each case, be payable over a period
of no less than three years), and the pledgor shall give a written
authorization to such payroll department, on such form or forms as may be
furnished by the Company, authorizing the deduction each week or month, as
the case may be, during the term of the note of the amount of such weekly or
monthly installment. Interest, if any, on the unpaid portion of such
promissory note shall accrue from the date thereof at the rate per annum
determined by the Committee at the time of granting the Option to which such
promissory note relates. The amount of accrued interest payable, if any, on
each payment date shall be added to the amount payable on account of
principal, and shall be included in the payroll deduction referred to in the
preceding sentence. If the pledgor shall cease to be employed by the Company
and/or its Subsidiaries, the pledgor shall continue to make the same payments
as were made while the pledgor was so employed until the promissory note
shall be paid in full.

     In the event of a default in the prompt payment of accrued interest on
or any installment due on the principal of, any promissory note, unless such
interest or installment shall have been paid prior to the expiration of 10
days after notice of such default to the pledgor, the principal balance, if
not already due and payable, shall become due and payable and the Company
shall thereafter be entitled:

     (a) To collect and receive all dividends on the pledged shares; and

     (b) To sell or cause to be sold at such price or prices as the Company
     may deem best all or any of the pledged shares, without demand of
     performance or notice of intention to sell.

     The proceeds of any such sale and any monies collected, received or
otherwise realized by the Company from the pledged shares, shall be applied
as follows:

     (a) To the expenses of such sale or realization and all other expenses
     of the Company under the pledge agreement;

     (b) To the payment of accrued interest, if any, then due and payable on
     the note;

     (c) To the payment of the principal of the note; and

     (d) Any balance thereafter remaining shall be paid to the pledgor or to
     whomsoever may be lawfully entitled to receive the same.

     In the event that the balance due from the pledgor at the time of any
default exceeds the net proceeds from such sale, the pledgor shall be and
remain liable for such excess.

     No installment of the principal upon any promissory note may be prepaid
by the pledgor at any time, either in whole or in part. Upon payment in full
of the final installment of the principal of the promissory note when due,
and not before, the pledged shares of Stock shall be redelivered to the
pledgor and become the pledgor's sole property free of any pledge or lien
created hereby.

     The date on which a duly executed subscription agreement shall be
received by the Company or its duly authorized agent or representative, in
accordance with any of the above methods, shall be deemed to be the "Date of
Subscription" with respect to the shares subscribed for, for all purposes of
the Plan.

                                 ARTICLE X

                   Conditions on the Exercise of Options

     The exercise of Options shall be subject to the following conditions:

         1. Each employee exercising an Option must on each Date of
     Subscription be an Eligible Employee.

         2. In case there shall not be a sufficient number of shares of
     Stock available, either because of the limitations imposed by Article II
     hereof, or because the Committee shall have limited the maximum number
     of shares to be issued and sold in accordance with the provisions of
     subparagraph 1 of the second paragraph of Article V hereof, to issue all
     of the shares otherwise issuable upon the exercise of Options,
     subscriptions pursuant to the exercise of Options shall be filled in the
     following order of priority:

         (a) before any other subscriptions are filled in whole or in part,
         all subscriptions pursuant to the exercise of Options pursuant to
         Paragraph 2 of Article IX hereof shall be filled in their entirety;
         or if insufficient shares are available to fill all such
         subscriptions in their entirety, the available shares shall be
         prorated among Eligible Employees exercising Options pursuant to
         Paragraph 2 of Article IX by applying to the number of shares to
         which each such exercise relates the ratio of the aggregate number
         of shares available to the aggregate number of all such Options
         exercised.

         (b) after all subscriptions referred to in (a) above shall have
         been filled, the Committee shall, in its discretion, fix and
         determine a number of shares of Stock (but not in excess of 100
         shares) for which subscriptions shall be filled (i) in whole in the
         case of each Eligible Employee exercising an Option to purchase up
         to the number of shares so fixed and determined, and (ii) to the
         extent of the number of shares so fixed and determined in the case
         of each Eligible Employee exercising an Option to purchase a number
         of shares greater than that so fixed and determined.

         (c) after all subscriptions referred to in (a) and (b) above shall
         have been filled, the remainder of each subscription for a number
         of shares greater than that fixed and determined by the Committee
         pursuant to (b) above shall be filled by applying to such greater
         number of shares the ratio of all shares which remain available
         after all subscriptions referred to in (a) and (b) above shall have
         been filled to the aggregate number of shares for which
         subscriptions remain to be filled upon the exercise of Options
         pursuant to this clause (c).

                                ARTICLE XI

                         Issuance of Certificates

     Certificates for shares of Stock purchased by an Eligible Employee upon
exercise of an Option shall be issued and delivered to such Employee as soon
as practicable after the end of the month of such exercise. In the case of
those shares payment for which was made in part by promissory note, said
shares shall be immediately redelivered to the Company and pledged as
security for the promissory note as provided in Article IX hereof.

     Certificates for shares of Stock purchased by an Eligible Employee upon
exercise of an Option subsequent to January 1, 1988 shall bear the legend set
forth in Article IX hereof.

                                ARTICLE XII

                            Rights of Employees

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

                               ARTICLE XIII

                        Interpretation of the Plan

     Determinations of the Committee as to any question which may arise with
respect to the interpretation or administration of any provisions of the Plan
shall, unless otherwise determined by the Board of Directors of the Company,
be final. The Company may prescribe administrative rules under the Plan.
Exhibit 5

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

                              October 4, 1995

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

     Re: Revised Winn-Dixie Stock Purchase Plan for
         Employees - Registration Statement on Form S-8

Ladies and Gentlemen:

     We are special counsel to Winn-Dixie Stores, Inc., a Florida corporation
(the "Company"), in connection with the Registration Statement on Form S-8
(the "Registration Statement") being filed by the Company with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the offer and sale of 1,000,000 shares of
the Company's common stock, par value $1.00 per share (the "Common Shares"),
pursuant to the Revised Winn-Dixie Stock Purchase Plan for Employees (the
"Plan").

     In rendering this opinion, we have examined: (1) the Registration
Statement; (b) the Company's prospectus, dated October 4, 1995; (c) a copy of
the Company's articles of incorporation and all amendments thereto; (d) a
copy of the Company's by-laws; and (e) a record of the proceedings of the
Company relating to the authorization of the issuance and delivery of the
Common Shares.  We have also examined originals, or copies of originals
certified to our satisfaction, of such agreements, documents, certificates
and other statements of governmental officials and other instruments, and
examined such questions of law and have satisfied ourselves as to such
matters of fact, as we have considered relevant and necessary as a basis for
this opinion.  We have assumed, without inquiry, the authenticity of all
documents submitted to us as originals, the genuiness of all signatures, the
legal capacity of all natural persons and the conformity with authentic
original documents of any copies thereof submitted to us for our examination.
Winn-Dixie Stores, Inc.
October 4, 1995
Page 2

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

     1.  The Company has been incorporated under the laws of Florida and the
Company's status is active.  In rendering this opinion we have relied solely
upon the Florida Department of State's certificate of status for the Company
dated September 26, 1995 and Section 607.0203 of the Florida Business
Corporation Act, which states that the Florida Department of State's filing
of the Company's articles of incorporation satisfies all conditions precedent
to incorporation.

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

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

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

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

     We hereby consent to the use of our name in the Registration Statement
as counsel who will pass upon the legality of the Common Shares for the
Company and as having prepared this opinion, and to the use of this opinion
as an exhibit to the Registration Statement.  We also consent to the use of
our name as special counsel for the Company and to any references to this
firm in the prospectus that constitutes part of the Registration Statement.
Winn-Dixie Stores, Inc.
October 4, 1995
Page 3

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

                                   Very truly yours,

                                   LeBOEUF, LAMB, GREENE &
                                   MACRAE, L.L.P.
Exhibit 21

        Subsidiary                           State of Incorporation

     Astor Products, Inc.                    Florida

     Deep South Products, Inc.               Florida

     Dixie Packers, Inc.                     Florida

     Monterey Canning Co.                    California

     Winn-Dixie Atlanta, Inc.                Florida

     Winn-Dixie Charlotte, Inc.              Florida

     Winn-Dixie Greenville, Inc.             Florida

     Winn-Dixie Louisiana, Inc.              Florida

     Winn-Dixie Midwest, Inc.                Florida

     Winn-Dixie Montgomery, Inc.             Kentucky

     Winn-Dixie Raleigh, Inc.                Florida

     Winn-Dixie Texas, Inc.                  Texas
Exhibit 23.1

                             AUDITORS' CONSENT

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

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

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

Jacksonville, Florida
October 4, 1995