As filed with the Securities and Exchange Commission on November 14, 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. Director Compensation 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>

      ______________________________________________________________________________________________
                                                     Proposed            Proposed                 
                                  Amount              Maximum            Maximum          Amount of
        Title of Securities        to be           Offering Price       Aggregate       Registration 
        to be Registered        Registered<FN1>      Per Share        Offering Price          Fee
      ______________________________________________________________________________________________
      <S>                       <C>              <C>              <C>                    <C>
      Common Stock              100,000 shares   $17.625<FN2>     $ 1,762,500<FN2>       $ 607.76
      ($.01 par value per share)
      ____________________________________________________________________________________________

</TABLE>

   <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 November 8, 1994.


<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 2, 1994  filed  pursuant  to  Section  13  of the
          Securities Exchange Act of 1934 (the "1934 Act");

               (b)  The  Company's  Quarterly  Report  on Form 10-Q for the
          quarter ended October 1, 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  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).

               4.3  The Delchamps, Inc. Director Compensation Plan.

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

               23.1 Consent of KPMG Peat Marwick.

               23.2 Consent   of   Jones,  Walker,   Waechter,   Poitevent,
                    Carrere & Denegre (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  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.

<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 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 November 10, 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      November 10, 1994
             J. Thomas Arendall, Jr.


              /s/Carl F. Bailey
          _________________________________     Director      November 10, 1994
                Carl F. Bailey


              /s/E. E. Bishop
          _________________________________     Director      November 10, 1994
                E. E. Bishop


              /s/John A. Caddell
          _________________________________     Director      November 10, 1994
                John A. Caddell


               /s/James M. Cain
          _________________________________     Director      November 10, 1994
                 James M. Cain



          _________________________________     Director      ___________, 1994
            William W. Crawford

             /s/Randy Delchamps
          _________________________________  Chairman of the  November 10, 1994
                Randy Delchamps              Board, President
                                       and Chief Executive Officer
                                      (Principal Executive Officer)

             /s/T. W. Mitchell
          _________________________________     Director      November 10, 1994
               T. W. Mitchell
                              

             /s/David W. Morrow
          _________________________________     Director      November 10, 1994
              David W. Morrow
                               

            /s/Timothy E. Kullman
          _________________________________    Senior Vice    November 10, 1994
              Timothy E. Kullman              President and
                                         Chief Financial Officer
                                      (Principal Financial Officer)

             /s/Roy W. Henderson
          _________________________________   Vice President, November 10, 1994
               Roy W. Henderson                Finance and
                                                 Treasurer
                                      (Principal Accounting Officer)

<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).

              4.3        The Delchamps, Inc. Director Compensation Plan.

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

              23.1       Consent of KPMG Peat Marwick.

              23.2       Consent  of  Jones,  Walker, Waechter,  Poitevent,
                         Carrere & Denegre (included in Exhibit 5).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19142}]
{"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": "033-56447", "film-number": "94559837"}, "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 November 14, 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. Director Compensation 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
______________________________________________________________________________________________
                                                     Proposed            Proposed                 
                                  Amount              Maximum            Maximum          Amount of
        Title of Securities        to be           Offering Price       Aggregate       Registration 
        to be Registered        Registered
Per Share        Offering Price          Fee
      ______________________________________________________________________________________________
Common Stock              100,000 shares   $17.625
$ 1,762,500
$ 607.76
      ($.01 par value per share)
      ____________________________________________________________________________________________
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 November 8, 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 2, 1994  filed  pursuant  to  Section  13  of the
          Securities Exchange Act of 1934 (the "1934 Act");

               (b)  The  Company's  Quarterly  Report  on Form 10-Q for the
          quarter ended October 1, 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  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).

               4.3  The Delchamps, Inc. Director Compensation Plan.

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

               23.1 Consent of KPMG Peat Marwick.

               23.2 Consent   of   Jones,  Walker,   Waechter,   Poitevent,
                    Carrere & Denegre (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  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.
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 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 November 10, 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      November 10, 1994
             J. Thomas Arendall, Jr.

              /s/Carl F. Bailey
          _________________________________     Director      November 10, 1994
                Carl F. Bailey

              /s/E. E. Bishop
          _________________________________     Director      November 10, 1994
                E. E. Bishop

              /s/John A. Caddell
          _________________________________     Director      November 10, 1994
                John A. Caddell

               /s/James M. Cain
          _________________________________     Director      November 10, 1994
                 James M. Cain

          _________________________________     Director      ___________, 1994
            William W. Crawford

             /s/Randy Delchamps
          _________________________________  Chairman of the  November 10, 1994
                Randy Delchamps              Board, President
                                       and Chief Executive Officer
                                      (Principal Executive Officer)

             /s/T. W. Mitchell
          _________________________________     Director      November 10, 1994
               T. W. Mitchell
                              

             /s/David W. Morrow
          _________________________________     Director      November 10, 1994
              David W. Morrow
                               

            /s/Timothy E. Kullman
          _________________________________    Senior Vice    November 10, 1994
              Timothy E. Kullman              President and
                                         Chief Financial Officer
                                      (Principal Financial Officer)

             /s/Roy W. Henderson
          _________________________________   Vice President, November 10, 1994
               Roy W. Henderson                Finance and
                                                 Treasurer
                                      (Principal Accounting Officer)
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).

              4.3        The Delchamps, Inc. Director Compensation Plan.

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

              23.1       Consent of KPMG Peat Marwick.

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