<NOTE>

                FEE PAID VIA FEDWIRE

</NOTE>



               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                            FORM 10-K

                         AMENDMENT NO. 3

(Mark one)

[x]  ANNUAL REPORT PURSUANT TO SECTION 13 OF 15(d) OF THE  
     SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

For the fiscal year ended July 28, 1995

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

Commission File Number 33-19645

          PIGGLY WIGGLY ALABAMA DISTRIBUTING CO., INC.

     (Exact Name of Registrant as Specified in its Charter)


               ALABAMA                           63-0393676   

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

 2400 J. Terrell Wooten Drive, Bessemer, Alabama        35020     

   (Address of Principal Executive Offices)          (Zip Code)

Registrant's telephone number, including area code (205) 481-2300

   SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
                              None

   SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
                              None

     Indicate by check mark whether the Registrant (1) has filed
all reports required to be filed by section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the Registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.     YES X        No   

     Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 for Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of the Form 10-K or any amendment to this
Form 10-K.      [X]

     State the aggregate market value of the voting stock held by
non-affiliates of the registrant as of July 28, 1995.

               Common Stock, Par Value $0.01 -- $12,225,973

     Indicate the number of shares outstanding of each of the
Registrant's Classes of Common Stock, as of July 28, 1995.

       Class                         Outstanding at July 28, 1995

Common Stock, Par Value $0.01                    73,236




                                SIGNATURES

     Pursuant to the requirements of the Section 13 or15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

PIGGLY WIGGLY ALABAMA DISTRIBUTING CO., INC.

By: /s/ D. T. Stewart                             January 2, 1996
   -------------------------                      ----------------
        D. T. Stewart                                  Date
        President and Chief 
        Executive Officer

     Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities
and on the dates indicated.

<TABLE>
<CAPTION>
      Signature                  Title                        Date

<S>                      <C>                              <C>
                         Chairman of the Board            January 2, 1996
    Julian Gordon

                         President and Chief              January 2, 1996
    D. T. Stewart        Executive Officer

                         Vice President of                January 2, 1996 
    Bobby L. Martin      Finance

                         Secretary, Treasurer             January 2, 1996
    Homer Vinson         and Director

                         Director                         January 2, 1996
    Mary Hardin

                         Director                         January 2, 1996
    Louis Day

                         Director                         January 2, 1996
    J. T. Milligan

                         Director                         January 2, 1996
    Billy Huff

                         Director                         January 2, 1996
    Stanley Virciglio

                         Vice Chairman of the             January 2, 1996
    James Salmon         Board and Director

                         Director                         January 2, 1996
    Syrol McClain

<FN>

*Executed by D. T. Stewart
 Pursuant to Power of Attorney

</TABLE>



                        INDEX TO EXHIBITS

Exhibit Number                     Description                       Page

    11        Computation of Earnings Per Share..................

    25        Power of Attorney Executed by Homer Vinson, Julian
              Gordon, Louis Day, Mary Hardin, Billy Huff, and
              James Salmon, members of the Board of Directors
              authorizing D. T. Stewart, President and Chief
              Executive Officer, to execute this 10K
              report..............................................

    27        Financial Data Schedule.............................