As  filed with the Securities and Exchange Commission on October 24, 1996.

                                                     Registration No. 333-


                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.   20549

                                 __________

                                   FORM S-8


                           REGISTRATION STATEMENT
                                   under
                         THE SECURITIES ACT OF 1933
                                 __________


                              DELCHAMPS, INC.
             (Exact name of Registrant as specified in its charter)

          Alabama                                   63-0245434
(State or other jurisdiction                  (I.R.S. Employer
     of incorporation)                        Identification Number)
                                   
                            305 Delchamps Drive
                           Mobile, Alabama  36602
                     (Address, including zip code, of
                   Registrant's principal executive offices)

                  Delchamps, Inc. Directors' Stock Option Plan
                           (Full title of the Plan)

                                 __________

                            David W. Morrow
                         Chairman of the Board
                      and Chief Executive Officer
                            Delchamps, Inc.
                          305 Delchamps Drive
                         Mobile, Alabama 36602
                             (334) 433-0437
       (Name, address, including zip code, and telephone number,
                 including area code, of agent for service)

                                 Copy to:

                               Margaret F. Murphy
              Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P.
                              201 St. Charles Avenue
                       New Orleans, Louisiana 70170-5100

                             CALCULATION OF REGISTRATION FEE
===============================================================================
                                                       Proposed
                      Amount       Proposed Maximum    Maximum    Amount of
Title of Securities    to be        Offering Price    Aggregate  Registration
to be Registered    Registered<F1>     Per Share    Offering Price    Fee
______________________________________________________________________________

Common Stock          30,000 shares    $23.00<F2>    $690,000<F2>    $237.93  
($.01 par value per   10,000 shares     20.75<F3>     207,500<F3>      71.55
share)                ___________                    __________    ___________
                      40,000 shares                  $897,500        $309.48


<F1> Upon  a stock split, stock dividend or similar transaction  in  the
     future  and during the effectiveness of this Registration Statement
     involving  Common  Stock  of  the  Company,  the  number  of shares
     registered shall be automatically increased to cover the additional
     shares in accordance with Rule 416(a) under the Securities  Act  of
     1933.
<F2> Computed  in  accordance  with  Rule 457, based upon price at which
     currently outstanding options granted under the Plan are exercisable.
<F3> Estimated solely for the purpose  of  calculating  the registration
     fee  pursuant  to Rule 457(c) and (h) under the Securities  Act  of
     1933, based on the  average  of the high and low price per share of
     the Common Stock on the Nasdaq Stock Market on October 21, 1996.

<PAGE>                             
                             
                             PART II

              INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.   Incorporation of Documents by Reference.

     The following documents, which  have  been filed by Delchamps, Inc.
(the  "Company")  with  the  Securities  and  Exchange  Commission  (the
"Commission"), are incorporated herein by reference:

     (a)  The Company's Annual Report on Form 10-K  for  the fiscal year
ended  July 1,  1996  filed  pursuant  to  Section  13 of the Securities
Exchange Act of 1934 (the "1934 Act");

     (b)  The description of the Common Stock included  in Item 1 of the
Company's Registration Statement on Form 8-A dated October  24, 1984 and
the description of the fair price provision of the Company's Articles of
Incorporation   appearing   under   the   caption  "Proposed  Amendments
Concerning Certain Business Combinations and  Related Matters" beginning
on page 13 and ending on page 18 of the Company's  Proxy Statement dated
September 5, 1984, filed as Exhibit 3 to the Registration  Statement  on
Form 8-A.

     All  reports  filed  by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and  15(d)  of  the 1934 Act subsequent to the
date of this Registration Statement and prior  to  the filing of a post-
effective  amendment  which indicates that all securities  offered  have
been sold or which deregisters  all  securities  then  remaining  unsold
shall, except to the extent otherwise provided by Regulation S-K or  any
other  rule  promulgated by the Commission, be deemed to be incorporated
by reference in  this  Registration Statement and to be part hereof from
the date of filing of such documents.

Item 4.   Description of Securities.

     Not applicable.

Item 5.   Interests of Named Experts and Counsel.

     Not applicable.

Item 6.   Indemnification of Directors and Officers.

     The Alabama Business  Corporation  Act  gives  Alabama corporations
broad  powers  to  indemnify  their  present  and  former directors  and
officers  against  expenses incurred in the defense of  any  lawsuit  to
which they are made  parties  by  reason  of  being  or having been such
directors or officers.  Subject to specific conditions  and  exclusions,
Alabama  law  gives  a  director or officer who successfully defends  an
action  the  right  to  be  so   indemnified   and   authorizes  Alabama
corporations to buy directors' and officers' liability  insurance.  Such
indemnification  is  not  exclusive  of any other rights to which  those
indemnified may be entitled under any statute, provision of the articles
of   incorporation,   by-law,  agreement,  vote   of   shareholders   or
disinterested directors or otherwise.

     The  Company's  by-laws  require,  in  the  case  of  officers  and
directors,  and permit,  in  the  case  of  employees  and  agents,  the
indemnification  expressly  authorized  under Alabama law.  The standard
applicable in all cases (excepting indemnification  in  connection  with
the  successful  defense  of  any  proceeding  which  is mandatory under
Alabama  law  without  reference  to  any  such  standard) is  that  the
individual shall have acted in good faith and in a  manner he reasonably
believed to be in or not opposed to the best interest  of  the  Company,
and,  with  respect  to  any  criminal  action  or  proceeding,  had  no
reasonable  cause  to  believe  his conduct was unlawful, except that no
indemnification is permitted with respect to litigation brought by or in
the right of the Company in respect  of any claim, issue or matter as to
which the director or officer is adjudged to be liable for negligence or
misconduct in the performance of his duty to the Company unless and only
to the extent that the court in which  the  action is brought determines
that such person is entitled to indemnity for  such  expenses  which the
court deems to be proper.

       The  Company  has  in effect a directors' and officers' liability
policy that provides for indemnification  of  its officers and directors
against  losses  arising  from  claims asserted against  them  in  their
capacities  as  officers  and  directors,  subject  to  limitations  and
conditions set forth in the policy.

Item 7.   Exemption From Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     5   Opinion of Jones, Walker, Waechter, Poitevent, Carrere & Denegre, LLP.

    23.1 Consent of KPMG Peat Marwick.

    23.2 Consent of Jones, Walker, Waechter, Poitevent, Carrere & Denegre, LLP 
         included in Exhibit 5.
__________


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 to
include  any  material  information  with   respect   to   the  plan  of
distribution  not previously disclosed in the registration statement  or
any material change to such information 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 pur-
poses  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)  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  the  foregoing
provisions, 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 proceedings)
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 of whether such indemnification by it is against  public policy
as  expressed  in the Act and will be governed by the final adjudication
of such issue.

<PAGE>                                  
                                  

                                  SIGNATURES

      The Registrant.  Pursuant to the requirements of the Securities Act 
of 1933, the Registrant certifies that it  has  reasonable grounds to believe 
that it meets all 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 Mobile, State of Alabama, on 
October 22, 1996.

                                          DELCHAMPS, INC.



                                             /s/David W. Morrow
                                           ______________________   
                                                David W. Morrow
                                             Chairman of the Board
                                           and Chief Executive Officer


                              POWER OF ATTORNEY

       KNOW ALL MEN BY THESE PRESENTS, that each  person whose signature 
appears below constitutes and appoints David W. Morrow and Timothy  E.  
Kullman,  or  either  one of them, his true and lawful attorney-in-fact 
and agent, with full power of substitution, for  him and in his name, place 
and stead, in any and all capacities, to sign any  and all amendments  
(including  post-effective amendments) to this Registration Statement,
and to file the same with all  exhibits  thereto,  and  other  documents 
in connection therewith, with the Securities and Exchange Commission, 
granting  unto  said attorney-in-fact  and agent full power and authority 
to do and perform each and every  act  and thing requisite  and ratifying 
and confirming all that said attorney-in-fact and agent or his substitute 
or substitutes may lawfully do or cause to be done by virtue hereof.

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

       Signature            Title                           Date
                     

/s/David W. Morrow     Chairman of the Board             October 22, 1996
   David W. Morrow     and Chief Executive Officer
                       (Principal Executive Officer)


/s/Timothy E. Kullman    Senior Vice President,          October 22, 1996
_________________________ Chief Financial Officer,
   Timothy E. Kullman     Treasurer and Secretary
                       (Principal Financial Officer
                      and Principal Accounting Officer)


/s/J. Thomas Arendall, Jr.      Director                  October 22, 1996
__________________________
   J. Thomas Arendall, Jr.


/s/Carl F. Bailey               Director                  October 22, 1996
__________________________   
   Carl F. Bailey


/s/E. E. Bishop                 Director                  October 22, 1996
_________________________ 
   E. E. Bishop


/s/John A. Caddell              Director                  October 22, 1996
__________________________    
   John A. Caddell


/s/James M. Cain                Director                  October 22, 1996
__________________________     
   James M. Cain


__________________________      Director               _________ ___, 1996
William W. Crawford


/s/Richard W. LaTrace         Director and President      October 22, 1996
__________________________   
   Richard W. LaTrace
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 14592}]
{"company-data": {"conformed-name": "DELCHAMPS INC", "cik": "0000729970", "assigned-sic": "5411", "irs-number": "630245434", "state-of-incorporation": "AL", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-14747", "film-number": "96647368"}, "business-address": {"street1": "305 DELCHAMPS DR", "street2": "P O BOX 1668", "city": "MOBILE", "state": "AL", "zip": "36602", "phone": "2054330431"}, "mail-address": {"street1": "305 DELCHAMPS DR", "street2": "PO BOX 1668", "city": "MOBILE", "state": "AL", "zip": "36602"}}
As  filed with the Securities and Exchange Commission on October 24, 1996.

                                                     Registration No. 333-

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.   20549

                                 __________

                                   FORM S-8

                           REGISTRATION STATEMENT
                                   under
                         THE SECURITIES ACT OF 1933
                                 __________

                              DELCHAMPS, INC.
             (Exact name of Registrant as specified in its charter)

          Alabama                                   63-0245434
(State or other jurisdiction                  (I.R.S. Employer
     of incorporation)                        Identification Number)
                                   
                            305 Delchamps Drive
                           Mobile, Alabama  36602
                     (Address, including zip code, of
                   Registrant's principal executive offices)

                  Delchamps, Inc. Directors' Stock Option Plan
                           (Full title of the Plan)

                                 __________

                            David W. Morrow
                         Chairman of the Board
                      and Chief Executive Officer
                            Delchamps, Inc.
                          305 Delchamps Drive
                         Mobile, Alabama 36602
                             (334) 433-0437
       (Name, address, including zip code, and telephone number,
                 including area code, of agent for service)

                                 Copy to:

                               Margaret F. Murphy
              Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P.
                              201 St. Charles Avenue
                       New Orleans, Louisiana 70170-5100

                             CALCULATION OF REGISTRATION FEE
===============================================================================
                                                       Proposed
                      Amount       Proposed Maximum    Maximum    Amount of
Title of Securities    to be        Offering Price    Aggregate  Registration
to be Registered    Registered
Per Share    Offering Price    Fee
______________________________________________________________________________

Common Stock          30,000 shares    $23.00
$690,000
$237.93  
($.01 par value per   10,000 shares     20.75
207,500
71.55
share)                ___________                    __________    ___________
                      40,000 shares                  $897,500        $309.48
Upon  a stock split, stock dividend or similar transaction  in  the
     future  and during the effectiveness of this Registration Statement
     involving  Common  Stock  of  the  Company,  the  number  of shares
     registered shall be automatically increased to cover the additional
     shares in accordance with Rule 416(a) under the Securities  Act  of
     1933.
Computed  in  accordance  with  Rule 457, based upon price at which
     currently outstanding options granted under the Plan are exercisable.
Estimated solely for the purpose  of  calculating  the registration
     fee  pursuant  to Rule 457(c) and (h) under the Securities  Act  of
     1933, based on the  average  of the high and low price per share of
     the Common Stock on the Nasdaq Stock Market on October 21, 1996.
PART II

              INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.   Incorporation of Documents by Reference.

     The following documents, which  have  been filed by Delchamps, Inc.
(the  "Company")  with  the  Securities  and  Exchange  Commission  (the
"Commission"), are incorporated herein by reference:

     (a)  The Company's Annual Report on Form 10-K  for  the fiscal year
ended  July 1,  1996  filed  pursuant  to  Section  13 of the Securities
Exchange Act of 1934 (the "1934 Act");

     (b)  The description of the Common Stock included  in Item 1 of the
Company's Registration Statement on Form 8-A dated October  24, 1984 and
the description of the fair price provision of the Company's Articles of
Incorporation   appearing   under   the   caption  "Proposed  Amendments
Concerning Certain Business Combinations and  Related Matters" beginning
on page 13 and ending on page 18 of the Company's  Proxy Statement dated
September 5, 1984, filed as Exhibit 3 to the Registration  Statement  on
Form 8-A.

     All  reports  filed  by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and  15(d)  of  the 1934 Act subsequent to the
date of this Registration Statement and prior  to  the filing of a post-
effective  amendment  which indicates that all securities  offered  have
been sold or which deregisters  all  securities  then  remaining  unsold
shall, except to the extent otherwise provided by Regulation S-K or  any
other  rule  promulgated by the Commission, be deemed to be incorporated
by reference in  this  Registration Statement and to be part hereof from
the date of filing of such documents.

Item 4.   Description of Securities.

     Not applicable.

Item 5.   Interests of Named Experts and Counsel.

     Not applicable.

Item 6.   Indemnification of Directors and Officers.

     The Alabama Business  Corporation  Act  gives  Alabama corporations
broad  powers  to  indemnify  their  present  and  former directors  and
officers  against  expenses incurred in the defense of  any  lawsuit  to
which they are made  parties  by  reason  of  being  or having been such
directors or officers.  Subject to specific conditions  and  exclusions,
Alabama  law  gives  a  director or officer who successfully defends  an
action  the  right  to  be  so   indemnified   and   authorizes  Alabama
corporations to buy directors' and officers' liability  insurance.  Such
indemnification  is  not  exclusive  of any other rights to which  those
indemnified may be entitled under any statute, provision of the articles
of   incorporation,   by-law,  agreement,  vote   of   shareholders   or
disinterested directors or otherwise.

     The  Company's  by-laws  require,  in  the  case  of  officers  and
directors,  and permit,  in  the  case  of  employees  and  agents,  the
indemnification  expressly  authorized  under Alabama law.  The standard
applicable in all cases (excepting indemnification  in  connection  with
the  successful  defense  of  any  proceeding  which  is mandatory under
Alabama  law  without  reference  to  any  such  standard) is  that  the
individual shall have acted in good faith and in a  manner he reasonably
believed to be in or not opposed to the best interest  of  the  Company,
and,  with  respect  to  any  criminal  action  or  proceeding,  had  no
reasonable  cause  to  believe  his conduct was unlawful, except that no
indemnification is permitted with respect to litigation brought by or in
the right of the Company in respect  of any claim, issue or matter as to
which the director or officer is adjudged to be liable for negligence or
misconduct in the performance of his duty to the Company unless and only
to the extent that the court in which  the  action is brought determines
that such person is entitled to indemnity for  such  expenses  which the
court deems to be proper.

       The  Company  has  in effect a directors' and officers' liability
policy that provides for indemnification  of  its officers and directors
against  losses  arising  from  claims asserted against  them  in  their
capacities  as  officers  and  directors,  subject  to  limitations  and
conditions set forth in the policy.

Item 7.   Exemption From Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     5   Opinion of Jones, Walker, Waechter, Poitevent, Carrere & Denegre, LLP.

    23.1 Consent of KPMG Peat Marwick.

    23.2 Consent of Jones, Walker, Waechter, Poitevent, Carrere & Denegre, LLP 
         included in Exhibit 5.
__________

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 to
include  any  material  information  with   respect   to   the  plan  of
distribution  not previously disclosed in the registration statement  or
any material change to such information 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 pur-
poses  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)  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  the  foregoing
provisions, 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 proceedings)
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 of whether such indemnification by it is against  public policy
as  expressed  in the Act and will be governed by the final adjudication
of such issue.
SIGNATURES

      The Registrant.  Pursuant to the requirements of the Securities Act 
of 1933, the Registrant certifies that it  has  reasonable grounds to believe 
that it meets all 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 Mobile, State of Alabama, on 
October 22, 1996.

                                          DELCHAMPS, INC.

                                             /s/David W. Morrow
                                           ______________________   
                                                David W. Morrow
                                             Chairman of the Board
                                           and Chief Executive Officer

                              POWER OF ATTORNEY

       KNOW ALL MEN BY THESE PRESENTS, that each  person whose signature 
appears below constitutes and appoints David W. Morrow and Timothy  E.  
Kullman,  or  either  one of them, his true and lawful attorney-in-fact 
and agent, with full power of substitution, for  him and in his name, place 
and stead, in any and all capacities, to sign any  and all amendments  
(including  post-effective amendments) to this Registration Statement,
and to file the same with all  exhibits  thereto,  and  other  documents 
in connection therewith, with the Securities and Exchange Commission, 
granting  unto  said attorney-in-fact  and agent full power and authority 
to do and perform each and every  act  and thing requisite  and ratifying 
and confirming all that said attorney-in-fact and agent or his substitute 
or substitutes may lawfully do or cause to be done by virtue hereof.

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

       Signature            Title                           Date
                     

/s/David W. Morrow     Chairman of the Board             October 22, 1996
   David W. Morrow     and Chief Executive Officer
                       (Principal Executive Officer)

/s/Timothy E. Kullman    Senior Vice President,          October 22, 1996
_________________________ Chief Financial Officer,
   Timothy E. Kullman     Treasurer and Secretary
                       (Principal Financial Officer
                      and Principal Accounting Officer)

/s/J. Thomas Arendall, Jr.      Director                  October 22, 1996
__________________________
   J. Thomas Arendall, Jr.

/s/Carl F. Bailey               Director                  October 22, 1996
__________________________   
   Carl F. Bailey

/s/E. E. Bishop                 Director                  October 22, 1996
_________________________ 
   E. E. Bishop

/s/John A. Caddell              Director                  October 22, 1996
__________________________    
   John A. Caddell

/s/James M. Cain                Director                  October 22, 1996
__________________________     
   James M. Cain

__________________________      Director               _________ ___, 1996
William W. Crawford

/s/Richard W. LaTrace         Director and President      October 22, 1996
__________________________   
   Richard W. LaTrace