As  filed  with the Securities and Exchange Commission on May 16, 1994.
                                                   Registration No. 33-        


                          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. Retirement Savings Plan
                                (Full title of the Plan)
                                       __________

                                 James H. McDonald, Jr.
                           Vice President and General Counsel
                                    Delchamps, Inc.
                                  305 Delchamps Drive
                                 Mobile, Alabama 36602
                                     (205) 433-0431

               (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
                                 201 St. Charles Avenue
                           New Orleans, Louisiana 70170-5100

                            CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

=======================================================================================================                             
                               Amount            Proposed Maximum   Prosposed Maximum     Amount of on
  Title of Securities          to be              Offering Price        Aggregate         Registration
   to be Registered          Registered<FN1>      Per Share<FN2>   Offering Price <FN2>      Fee
- -------------------------------------------------------------------------------------------------------
<S>                          <C>                    <C>              <C>                    <C>
Common Stock                 25,000 shares          $ 21.125         $528,125<FN3>          $ 182.11
($.01 par value per share)
5<FN3>          $ 182.11
($.01 par value per share)
Participation interests                                                                     $   0 
in the Plan         
=======================================================================================================      

  <FN1>   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.
  <FN2>   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 May 10, 1994.
=======================================================================================================
</TABLE>

<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 3, 1993  filed  pursuant  to  Section  13  of the
          Securities Exchange Act of 1934 (the "1934 Act");

               (b)  The  Company's  Quarterly  Reports on Form 10-Q for the
          quarters ended October 2, 1993, January 1, 1994 and April 2, 1994
          filed pursuant to Section 13 of the 1934 Act; and

               (c)  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  or  the Plan 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.

               4.1  Articles  of Amendment to the Articles of Incorporation
                    and Restated  Articles  of Incorporation of the Company
                    each dated October 5, 1984  (incorporated  by reference
                    to  Exhibit  3(a) to the Company's Report on Form  10-K
                    for the fiscal year ended June 29, 1985).

               4.2  By-laws of the  Company,  as  amended  on July 28, 1989
                    (incorporated  by  reference  to  Exhibit 3(b)  of  the
                    Company's Report on Form 10-K for the fiscal year ended
                    July 1, 1989).

               5    In  lieu  of  filing  an  opinion  of  counsel   as  to
                    compliance  with  ERISA  or an Internal Revenue Service
                    determination letter that  the  Plan is qualified under
                    Section   401  of  the  Internal  Revenue   Code,   the
                    undertaking  permitted  by  Item  8.(b)  of Form S-8 is
                    included in Item 9.(d) of this Registration Statement.

               23   Consent of KPMG Peat Marwick.

          __________

          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 regis-
          tration  statement  to include any material information with  re-
          spect 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 amend-
          ment 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)  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.

               (d)  The   registrant  will  submit  the   Delchamps,   Inc.
          Retirement Savings  Plan  (the "Plan") and any amendments thereto
          to the Internal Revenue Service  (the  "IRS")  for  qualification
          under Section 401 of the Internal Revenue Code in a timely manner
          and will make all changes required by the IRS in order to qualify
          the Plan.

                                        


<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 May 12, 1994.

                                        DELCHAMPS, INC.


                                               /s/ Randy Delchamps
                                        _____________________________________
                                                  Randy Delchamps
                                               Chairman of the Board
                                        President and Chief Executive Officer


                                        POWER OF ATTORNEY

                 KNOW  ALL  MEN  BY THESE PRESENTS, that each person  whose
          signature appears below  constitutes and appoints Randy Delchamps
          and James H. McDonald, Jr.,  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/J. Thomas Arendall, Jr.
          __________________________       Director           May 9, 1994
          J. Thomas Arendall, Jr.

          /s/Carl F. Bailey
          __________________________       Director           May 12, 1994
               Carl F. Bailey

                          
          __________________________       Director           ____ ___, 1994
                                

                             
          __________________________       Director           ____ ___, 1994
                             

          /s/James M. Cain 
          __________________________       Director           May 9, 1994
               James M. Cain

                                  
          __________________________       Director           _____ ___, 1994
                               

          /s/Randy Delchamps
          __________________________   Chairman of the        May 12, 1994
            Randy Delchamps            Board, President
                                  and Chief Executive Officer
                                 (Principal Executive Officer)

          /s/T. W. Mitchell
          __________________________       Director           May 12, 1994
               T. W. Mitchell

          /s/Roy W. Henderson
          __________________________    Vice President,       May 12, 1994
              Roy W. Henderson           Finance, and
                                Treasurer (Principal Financial
                                    and Accounting Officer)



                The  Plan.   Pursuant to the requirements of the Securities
          Act  of  1933,the  Plan   Administrator   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 May 12, 1994.


                                     DELCHAMPS, INC. RETIREMENT SAVINGS PLAN


                                      /s/ Heidi E. Finchem
                                     _______________________________________
                                     By:       Heidi E. Finchem
                                     Title:    Plan Administrator


<PAGE>                                    

                                    EXHIBIT INDEX



                                                                
          Exhibit                        
          Number                Description                      




          4.1    Articles   of   Amendment  to  the  Articles  of
                 Incorporation   and    Restated    Articles   of
                 Incorporation of the Company each dated  October
                 5,  1984  (incorporated  by reference to Exhibit
                 3(a) to the Company's Report  on  Form  10-K for
                 the fiscal year ended June 29, 1985).

          4.2    By-laws  of the Company, as amended on July  28,
                 1989 (incorporated  by reference to Exhibit 3(b)
                 of the Company's Report  on  Form  10-K  for the
                 fiscal year ended July 1, 1989).

           5     In  lieu  of filing an opinion of counsel as  to
                 compliance  with  ERISA  or  an Internal Revenue
                 Service determination letter that  the  Plan  is
                 qualified  under  Section  401  of  the Internal
                 Revenue Code, the undertaking permitted  by Item
                 8.(b)  of Form S-8 is included in Item 9.(d)  of
                 this Registration Statement.

           23    Consent of KPMG Peat Marwick.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20276}]
{"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": "033-53653", "film-number": "94528905"}, "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 May 16, 1994.
                                                   Registration No. 33-        

                          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. Retirement Savings Plan
                                (Full title of the Plan)
                                       __________

                                 James H. McDonald, Jr.
                           Vice President and General Counsel
                                    Delchamps, Inc.
                                  305 Delchamps Drive
                                 Mobile, Alabama 36602
                                     (205) 433-0431

               (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
                                 201 St. Charles Avenue
                           New Orleans, Louisiana 70170-5100

                            CALCULATION OF REGISTRATION FEE
=======================================================================================================                             
                               Amount            Proposed Maximum   Prosposed Maximum     Amount of on
  Title of Securities          to be              Offering Price        Aggregate         Registration
   to be Registered          Registered
Per Share
Offering Price
Fee
- -------------------------------------------------------------------------------------------------------
Common Stock                 25,000 shares          $ 21.125         $528,125
$ 182.11
($.01 par value per share)
5
$ 182.11
($.01 par value per share)
Participation interests                                                                     $   0 
in the Plan         
=======================================================================================================
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.
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 May 10, 1994.
=======================================================================================================
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 3, 1993  filed  pursuant  to  Section  13  of the
          Securities Exchange Act of 1934 (the "1934 Act");

               (b)  The  Company's  Quarterly  Reports on Form 10-Q for the
          quarters ended October 2, 1993, January 1, 1994 and April 2, 1994
          filed pursuant to Section 13 of the 1934 Act; and

               (c)  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  or  the Plan 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.

               4.1  Articles  of Amendment to the Articles of Incorporation
                    and Restated  Articles  of Incorporation of the Company
                    each dated October 5, 1984  (incorporated  by reference
                    to  Exhibit  3(a) to the Company's Report on Form  10-K
                    for the fiscal year ended June 29, 1985).

               4.2  By-laws of the  Company,  as  amended  on July 28, 1989
                    (incorporated  by  reference  to  Exhibit 3(b)  of  the
                    Company's Report on Form 10-K for the fiscal year ended
                    July 1, 1989).

               5    In  lieu  of  filing  an  opinion  of  counsel   as  to
                    compliance  with  ERISA  or an Internal Revenue Service
                    determination letter that  the  Plan is qualified under
                    Section   401  of  the  Internal  Revenue   Code,   the
                    undertaking  permitted  by  Item  8.(b)  of Form S-8 is
                    included in Item 9.(d) of this Registration Statement.

               23   Consent of KPMG Peat Marwick.

          __________

          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 regis-
          tration  statement  to include any material information with  re-
          spect 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 amend-
          ment 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)  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.

               (d)  The   registrant  will  submit  the   Delchamps,   Inc.
          Retirement Savings  Plan  (the "Plan") and any amendments thereto
          to the Internal Revenue Service  (the  "IRS")  for  qualification
          under Section 401 of the Internal Revenue Code in a timely manner
          and will make all changes required by the IRS in order to qualify
          the Plan.
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 May 12, 1994.

                                        DELCHAMPS, INC.

                                               /s/ Randy Delchamps
                                        _____________________________________
                                                  Randy Delchamps
                                               Chairman of the Board
                                        President and Chief Executive Officer

                                        POWER OF ATTORNEY

                 KNOW  ALL  MEN  BY THESE PRESENTS, that each person  whose
          signature appears below  constitutes and appoints Randy Delchamps
          and James H. McDonald, Jr.,  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/J. Thomas Arendall, Jr.
          __________________________       Director           May 9, 1994
          J. Thomas Arendall, Jr.

          /s/Carl F. Bailey
          __________________________       Director           May 12, 1994
               Carl F. Bailey

                          
          __________________________       Director           ____ ___, 1994
                                

                             
          __________________________       Director           ____ ___, 1994
                             

          /s/James M. Cain 
          __________________________       Director           May 9, 1994
               James M. Cain

                                  
          __________________________       Director           _____ ___, 1994
                               

          /s/Randy Delchamps
          __________________________   Chairman of the        May 12, 1994
            Randy Delchamps            Board, President
                                  and Chief Executive Officer
                                 (Principal Executive Officer)

          /s/T. W. Mitchell
          __________________________       Director           May 12, 1994
               T. W. Mitchell

          /s/Roy W. Henderson
          __________________________    Vice President,       May 12, 1994
              Roy W. Henderson           Finance, and
                                Treasurer (Principal Financial
                                    and Accounting Officer)

                The  Plan.   Pursuant to the requirements of the Securities
          Act  of  1933,the  Plan   Administrator   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 May 12, 1994.

                                     DELCHAMPS, INC. RETIREMENT SAVINGS PLAN

                                      /s/ Heidi E. Finchem
                                     _______________________________________
                                     By:       Heidi E. Finchem
                                     Title:    Plan Administrator
EXHIBIT INDEX

                                                                
          Exhibit                        
          Number                Description                      

          4.1    Articles   of   Amendment  to  the  Articles  of
                 Incorporation   and    Restated    Articles   of
                 Incorporation of the Company each dated  October
                 5,  1984  (incorporated  by reference to Exhibit
                 3(a) to the Company's Report  on  Form  10-K for
                 the fiscal year ended June 29, 1985).

          4.2    By-laws  of the Company, as amended on July  28,
                 1989 (incorporated  by reference to Exhibit 3(b)
                 of the Company's Report  on  Form  10-K  for the
                 fiscal year ended July 1, 1989).

           5     In  lieu  of filing an opinion of counsel as  to
                 compliance  with  ERISA  or  an Internal Revenue
                 Service determination letter that  the  Plan  is
                 qualified  under  Section  401  of  the Internal
                 Revenue Code, the undertaking permitted  by Item
                 8.(b)  of Form S-8 is included in Item 9.(d)  of
                 this Registration Statement.

           23    Consent of KPMG Peat Marwick.